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

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
                                  as Depositor,

                        PRUDENTIAL ASSET RESOURCES, INC.,
           as a Master Servicer and as Loan Specific Special Servicer,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                              as a Master Servicer,

                             ARCAP SERVICING, INC.,
                          as General Special Servicer,

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
             as Certificate Administrator and as Tax Administrator,

                                       and

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee

                                   ----------

                         POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 2006

                                   ----------

                                 $2,468,142,608
                 Aggregate Initial Certificate Principal Balance

                                   ----------

                  Commercial Mortgage Pass-Through Certificates
                                Series 2006-PWR14

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                                TABLE OF CONTENTS

                                   ----------

    SECTION                                                                 PAGE
---------------                                                             ----

                                    ARTICLE I
                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

SECTION 1.01.   Defined Terms............................................      7
SECTION 1.02.   General Interpretive Principles..........................     75
SECTION 1.03.   Certain Calculations in Respect of the Mortgage Pool.....     75
SECTION 1.04.   Cross-Collateralized Mortgage Loans......................     77
SECTION 1.05.   Incorporation of Preliminary Statement...................     77

                                   ARTICLE II
            CONVEYANCE OF POOLED MORTGAGE LOANS; REPRESENTATIONS AND
      WARRANTIES; ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II
       REGULAR INTERESTS, REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST,
    REMIC II RESIDUAL INTEREST, REMIC III RESIDUAL INTEREST AND CERTIFICATES

SECTION 2.01.   Conveyance of Pooled Mortgage Loans......................     78
SECTION 2.02.   Acceptance of Mortgage Assets by Trustee.................     83
SECTION 2.03.   Certain Repurchases and Substitutions of Pooled Mortgage
                   Loans by the Pooled Mortgage Loan Sellers.............     85
SECTION 2.04.   Representations and Warranties of the Depositor..........     90
SECTION 2.05.   Representations and Warranties of PAR as a Master
                   Servicer..............................................     91
SECTION 2.06.   Representations and Warranties of WFB as a Master
                   Servicer..............................................     92
SECTION 2.07.   Representations and Warranties of the General Special
                   Servicer..............................................     93
SECTION 2.08.   Representations and Warranties of the Loan Specific
                   Special Servicers.....................................     95
SECTION 2.09.   Representations and Warranties of the Certificate
                   Administrator.........................................     96
SECTION 2.10.   Representations and Warranties of the Tax Administrator..     97
SECTION 2.11.   Representations, Warranties and Covenants of the
                   Trustee...............................................     98
SECTION 2.12.   Creation of REMIC I; Issuance of the REMIC I Regular
                   Interests and the REMIC I Residual Interest; Certain
                   Matters Involving REMIC I.............................     99
SECTION 2.13.   Conveyance of the REMIC I Regular Interests; Acceptance
                   of the REMIC I Regular Interests by Trustee...........    102
SECTION 2.14.   Creation of REMIC II; Issuance of the REMIC II Regular
                   Interests and the REMIC II Residual Interest; Certain
                   Matters Involving REMIC II............................    102
SECTION 2.15.   Conveyance of the REMIC II Regular Interests; Acceptance
                   of the REMIC II Regular Interests by Trustee..........    103
SECTION 2.16.   Creation of REMIC III; Issuance of the REMIC III
                   Certificates, the REMIC III Components and the
                   REMIC III Residual Interest; Certain Matters Involving
                   REMIC III.............................................    104
SECTION 2.17.   Acceptance of Grantor Trusts; Issuance of the Class V and
                   Class R Certificates..................................    107

                                   ARTICLE III
                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

SECTION 3.01.   General Provisions.......................................    109
SECTION 3.02.   Collection of Mortgage Loan Payments.....................    113
SECTION 3.03.   Collection of Taxes, Assessments and Similar Items;
                   Servicing Accounts; Reserve Accounts..................    115
SECTION 3.04.   Collection Accounts, Distribution Account, Interest
                   Reserve Account, Excess Liquidation Proceeds Account,
                   Companion Note Custodial Accounts and Subordinate Note
                   Custodial Accounts....................................    118



SECTION 3.05.   Permitted Withdrawals From the Collection Accounts, the
                   Distribution Account, the Interest Reserve Account,
                   the Excess Liquidation Proceeds Account, the Companion
                   Note Custodial Accounts and the Subordinate Note
                   Custodial Accounts....................................    125
SECTION 3.06.   Investment of Funds in the Accounts......................    139
SECTION 3.07.   Maintenance of Insurance Policies; Errors and Omissions
                   and Fidelity Coverage.................................    140
SECTION 3.08.   Enforcement of Alienation Clauses........................    143
SECTION 3.09.   Realization Upon Defaulted Serviced Mortgage Loans.......    147
SECTION 3.10.   Trustee to Cooperate; Release of Mortgage Files..........    151
SECTION 3.11.   Master Servicing and Special Servicing Compensation;
                   Interest on and Reimbursement of Servicing Advances;
                   Payment of Certain Expenses; Obligations of the Trustee
                   Regarding Back-up Servicing Advances..................    152
SECTION 3.12.   Property Inspections; Collection of Financial
                   Statements............................................    160
SECTION 3.13.   [Reserved]...............................................    161
SECTION 3.14.   [Reserved]...............................................    161
SECTION 3.15.   Access to Information....................................    161
SECTION 3.16.   Title to Administered REO Property; REO Account..........    162
SECTION 3.17.   Management of Administered REO Property..................    164
SECTION 3.18.   Fair Value Option; Sale of Administered REO Properties;
                   Sale of the Non-Trust- Serviced Pooled Mortgage Loan..    167
SECTION 3.19.   Additional Obligations of Master Servicers and Special
                   Servicer..............................................    172
SECTION 3.20.   Modifications, Waivers, Amendments and Consents..........    175
SECTION 3.21.   Transfer of Servicing Between Applicable Master Servicer
                   and Applicable Special Servicer; Record Keeping.......    181
SECTION 3.22.   Sub-Servicing Agreements and the Primary Servicing
                   Agreements............................................    182
SECTION 3.23.   Controlling Class Representative.........................    182
SECTION 3.24.   Certain Rights and Powers of the Controlling Class
                   Representative........................................    188
SECTION 3.25.   Replacement of Special Servicers.........................    192
SECTION 3.26.   Application of Default Charges...........................    193
SECTION 3.27.   Certain Rights and Powers of the South Bay Galleria
                   Non-Pooled Subordinate Noteholder and the South Bay
                   Galleria Controlling Party............................    195
SECTION 3.28.   Certain Rights and Powers of The Tower Non-Pooled
                   Subordinate Noteholder................................    198

                                   ARTICLE IV
                         PAYMENTS TO CERTIFICATEHOLDERS

SECTION 4.01.   Distributions............................................    199
SECTION 4.02.   Certificate Administrator Reports; Servicer Reporting....    210
SECTION 4.03.   P&I Advances.............................................    220
SECTION 4.04.   Allocation of Realized Losses and Additional Trust Fund
                   Expenses..............................................    223
SECTION 4.05.   Calculations.............................................    224

                                    ARTICLE V
                                THE CERTIFICATES

SECTION 5.01.   The Certificates.........................................    226
SECTION 5.02.   Registration of Transfer and Exchange of Certificates....    226
SECTION 5.03.   Book-Entry Certificates..................................    232
SECTION 5.04.   Mutilated, Destroyed, Lost or Stolen Certificates........    234
SECTION 5.05.   Persons Deemed Owners....................................    234
SECTION 5.06.   Certification by Certificate Owners......................    234
SECTION 5.07.   Appointment of Authenticating Agents.....................    234



                                   ARTICLE VI
                     THE DEPOSITOR, THE MASTER SERVICERS AND
                              THE SPECIAL SERVICERS

SECTION 6.01.   Liability of the Depositor, the Master Servicers, the
                   Primary Servicers and the Special Servicers...........    236
SECTION 6.02.   Merger, Consolidation or Conversion of the Depositor,
                   a Master Servicer or the Special Servicer.............    236
SECTION 6.03.   Limitation on Liability of the Depositor, the Master
                   Servicers, the Primary Servicers and the Special
                   Servicers.............................................    236
SECTION 6.04.   Resignation of the Master Servicers and the Special
                   Servicers.............................................    238
SECTION 6.05.   Rights of the Depositor and the Trustee in Respect of the
                   Master Servicers and the Special Servicers............    239
SECTION 6.06.   Master Servicers, the Primary Servicers and Special
                   Servicers May Own Certificates........................    239

                                   ARTICLE VII
                                     DEFAULT

SECTION 7.01.   Events of Default........................................    241
SECTION 7.02.   Trustee to Act; Appointment of Successor.................    245
SECTION 7.03.   Notification to Certificateholders.......................    246
SECTION 7.04.   Waiver of Events of Default..............................    246
SECTION 7.05.   Additional Remedies of Trustee Upon Event of Default.....    247

                                  ARTICLE VIII
                   THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE
                     ADMINISTRATOR AND THE TAX ADMINISTRATOR

SECTION 8.01.   Duties of the Trustee, the Custodian, the Certificate
                   Administrator and the Tax Administrator...............    248
SECTION 8.02.   Certain Matters Affecting the Trustee, the Certificate
                   Administrator and the Tax Administrator...............    249
SECTION 8.03.   The Trustee, the Certificate Administrator and the Tax
                   Administrator not Liable for Validity or Sufficiency
                   of Certificates or Mortgage Loans.....................    251
SECTION 8.04.   The Trustee, the Certificate Administrator and the Tax
                   Administrator May Own Certificates....................    251
SECTION 8.05.   Fees and Expenses of the Trustee, the Certificate
                   Administrator and the Tax Administrator;
                   Indemnification of and by the Trustee,
                   the Certificate Administrator and the Tax
                   Administrator.........................................    251
SECTION 8.06.   Eligibility Requirements for the Trustee, the Certificate
                   Administrator and the Tax Administrator...............    253
SECTION 8.07.   Resignation and Removal of the Trustee, the Certificate
                   Administrator and the Tax Administrator...............    254
SECTION 8.08.   Successor Trustee, Certificate Administrator and Tax
                   Administrator.........................................    255
SECTION 8.09.   Merger or Consolidation of the Trustee, the Certificate
                   Administrator or the Tax Administrator................    256
SECTION 8.10.   Appointment of Co-Trustee or Separate Trustee............    256
SECTION 8.11.   Appointment of Custodians................................    257
SECTION 8.12.   Access to Certain Information............................    257
SECTION 8.13.   Appointment of Fiscal Agent..............................    259
SECTION 8.14.   Representations and Warranties of any Fiscal Agent.......    260
SECTION 8.15.   Advance Security Arrangement.............................    261



                                   ARTICLE IX
                                   TERMINATION

SECTION 9.01.   Termination Upon Repurchase or Liquidation of All Pooled
                   Mortgage Loans........................................    262
SECTION 9.02.   Additional Termination Requirements......................    264

                                    ARTICLE X
                            ADDITIONAL TAX PROVISIONS

SECTION 10.01.  Tax Administration.......................................    266
SECTION 10.02.  The Depositor, the Master Servicers and the Special
                   Servicers to Cooperate with the Tax Administrator.....    268

                                   ARTICLE XI
                             EXCHANGE ACT REPORTING
                          AND REGULATION AB COMPLIANCE

SECTION 11.01.  Intent of the Parties; Reasonableness....................    270
SECTION 11.02.  [Reserved.]..............................................    270
SECTION 11.03.  Information to be Provided by the Master Servicers, the
                   Special Servicers, the Primary Servicers and the
                   Certificate Administrator.............................    270
SECTION 11.04.  [Reserved.]..............................................    272
SECTION 11.05.  Filing Obligations.......................................    272
SECTION 11.06.  Form 10-D Filings........................................    272
SECTION 11.07.  Form 10-K Filings........................................    274
SECTION 11.08.  Sarbanes-Oxley Certification.............................    275
SECTION 11.09.  Form 8-K Filings.........................................    276
SECTION 11.10.  Form 15 Filing; Incomplete Exchange Act Filings;
                   Amendments to Exchange Act Reports....................    278
SECTION 11.11.  Annual Compliance Statements.............................    278
SECTION 11.12.  Annual Reports on Assessment of Compliance with Servicing
                   Criteria..............................................    279
SECTION 11.13.  Annual Independent Public Accountants' Servicing Report..    281
SECTION 11.13A. USAP Alternative.........................................    281
SECTION 11.14.  Indemnification..........................................    281
SECTION 11.15.  Amendments...............................................    282
SECTION 11.16.  Exchange Act Report Signatures...........................    283
SECTION 11.17.  Termination of the Trustee, the Certificate Administrator
                   and Sub-Servicers.....................................    284

                                   ARTICLE XII
                            MISCELLANEOUS PROVISIONS

SECTION 12.01.  Amendment................................................    285
SECTION 12.02.  Recordation of Agreement; Counterparts...................    287
SECTION 12.03.  Limitation on Rights of Certificateholders...............    287
SECTION 12.04.  Governing Law............................................    288
SECTION 12.05.  Notices..................................................    288
SECTION 12.06.  Severability of Provisions...............................    288
SECTION 12.07.  Successors and Assigns; Beneficiaries....................    289
SECTION 12.08.  Article and Section Headings.............................    289
SECTION 12.09.  Notices to and from the Rating Agencies and the
                   Depositor.............................................    289
SECTION 12.10.  Notices to Controlling Class Representative..............    290
SECTION 12.11.  Complete Agreement.......................................    290



                                    EXHIBITS

EXHIBIT A-1    Form of Certificate (other than Class R and Class V Certificates)
EXHIBIT A-2    Form of Class R Certificate
EXHIBIT A-3    Form of Class V Certificate
EXHIBIT B      Letters of Representations Among Depositor, Trustee and Initial
                  Depositary
EXHIBIT C-1    Form of Master Servicer Request for Release
EXHIBIT C-2    Form of Special Servicer Request for Release
EXHIBIT D-1    Form of Certificate Administrator Report
EXHIBIT D-2    Minimum Information for Certificate Administrator Report
EXHIBIT E-1    Form of ARCap Interest on Advance Reconciliation Report
EXHIBIT E-2    Form of ARCap Mortgage Loans Delinquent Report
EXHIBIT E-3    Form of ARCap P&I Advances as of Remittance Date Report
EXHIBIT E-4    Form of Realized Loss Report
EXHIBIT E-5    ARCap Naming Convention for Electronic File Delivery
EXHIBIT E-6    Controlling Class Certificateholder's Reports Checklist
EXHIBIT F-1    Form of Transferor Certificate for Transfers of Non-Registered
                  Certificates Held in Physical Form
EXHIBIT F-2A   Form I of Transferee Certificate for Transfers of Non-Registered
                  Certificates Held in Physical Form
EXHIBIT F-2B   Form II of Transferee Certificate for Transfers of Non-Registered
                  Certificates Held in Physical Form
EXHIBIT F-2C   Form of Transferee Certificate for Certain Transfers of Interests
                  in Rule 144A Global Certificates
EXHIBIT F-2D   Form of Transferee Certificate for Certain Transfers of Interests
                  in Regulation S Global Certificates
EXHIBIT F-3A   Form of Transferor Certificate for Transfer of the Excess
                  Servicing Fee Rights
EXHIBIT F-3B   Form of Transferee Certificate for Transfer of the Excess
                  Servicing Fee Rights
EXHIBIT G-1    Form of Transferee Certificate in Connection with ERISA
                  (Non-Registered Certificates and Non-Investment Grade
                  Certificates Held in Physical Form)
EXHIBIT G-2    Form of Transferee Certificate in Connection with ERISA
                  (Non-Registered Certificates Held in Book-Entry Form)
EXHIBIT H-1    Form of Transfer Affidavit and Agreement for Transfers of Class R
                  Certificates
EXHIBIT H-2    Form of Transferor Certificate for Transfers of Class R
                  Certificates
EXHIBIT I-1    Form of Notice and Acknowledgment Concerning Replacement of the
                  Special Servicer
EXHIBIT I-2    Form of Acknowledgment of a Proposed Special Servicer
EXHIBIT J      Form of UCC-1 Financing Statement
EXHIBIT K-1    Information Request from Certificateholder or Certificate Owner
EXHIBIT K-2    Information Request from Prospective Investor
EXHIBIT L      Form of Power of Attorney by Trustee
EXHIBIT M-1    Form of Sarbanes-Oxley Certification
EXHIBIT M-2    Form of Sarbanes-Oxley Backup Certification
EXHIBIT N      Form of Final Certification of Trustee
EXHIBIT O      Form of Defeasance Certification
EXHIBIT P      Form of Outside Master Servicer Notice
EXHIBIT Q      Form of Additional Disclosure Notification
EXHIBIT R      Copy of Nationwide Primary Servicer Undertaking to Indemnify


                                       -v-



                                    SCHEDULES

SCHEDULE I-A   Schedule of PMCF Pooled Mortgage Loans
SCHEDULE I-B   Schedule of BSCMI Pooled Mortgage Loans
SCHEDULE I-C   Schedule of WFB Pooled Mortgage Loans
SCHEDULE I-D   Schedule of PCF Pooled Mortgage Loans
SCHEDULE I-E   Schedule of PCFII Pooled Mortgage Loans
SCHEDULE I-F   Schedule of Nationwide Pooled Mortgage Loans
SCHEDULE II    Schedule of Exceptions to Mortgage File Delivery
                  (under Section 2.02(a))
SCHEDULE III   Schedule of Designated Sub-Servicers
SCHEDULE IV    Reference Rates
SCHEDULE V     Borrower Third-Party Beneficiaries (under Section 2.03)
SCHEDULE VI    Class A-AB Planned Principal Balances
SCHEDULE VII   Closing Date Deposit Mortgage Loans and Related Closing Date
                  Deposit Amounts
SCHEDULE VIII  Servicing Criteria to be Addressed in Assessment of Compliance
SCHEDULE IX    Additional Form 10-D Disclosure
SCHEDULE X     Additional Form 10-K Disclosure
SCHEDULE XI    Form 8-K Disclosure Information


                                      -vi-



          This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of December 1, 2006, among BEAR STEARNS COMMERCIAL MORTGAGE
SECURITIES INC., as Depositor, PRUDENTIAL ASSET RESOURCES, INC., as a Master
Servicer and a Loan Specific Special Servicer, WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Master Servicer, ARCAP SERVICING, INC., as General Special
Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as Certificate Administrator
and as Tax Administrator, and LASALLE BANK NATIONAL ASSOCIATION, as Trustee.

                             PRELIMINARY STATEMENT:

          The Depositor intends to sell Certificates, to be issued hereunder in
multiple Classes, which in the aggregate will evidence the entire beneficial
ownership interest in the Trust to be created hereunder.

          REMIC I

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the Pooled Mortgage Loans (exclusive of certain
amounts payable thereon) and certain other assets as a REMIC for federal income
tax purposes, and such segregated pool of assets will be designated as "REMIC
I". The Class R Certificates will represent ownership of (among other things)
the sole class of "residual interests" in REMIC I for purposes of the REMIC
Provisions under federal income tax law. The Latest Possible Maturity Date for
each REMIC I Regular Interest is the Rated Final Distribution Date. None of the
REMIC I Regular Interests will be certificated.

          REMIC II

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC I Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC II". The Class R Certificates will represent ownership of
(among other things) the sole class of "residual interests" in REMIC II for
purposes of the REMIC Provisions under federal income tax law. The following
table sets forth the designation, the REMIC II Remittance Rate and the initial
Uncertificated Principal Balance for each of the REMIC II Regular Interests. The
Latest Possible Maturity Date for each REMIC II Regular Interest is the Rated
Final Distribution Date. None of the REMIC II Regular Interests will be
certificated.



                  REMIC II      Initial Uncertificated
Designation   Remittance Rate      Principal Balance
-----------   ---------------   ----------------------
   A-1-1        Variable (1)         $  9,942,000
   A-1-2        Variable (1)         $ 88,728,000
   A-1-3        Variable (1)         $ 16,030,000
   A-2-1        Variable (1)         $ 78,370,000
   A-2-2        Variable (1)         $ 91,345,000
   A-2-3        Variable (1)         $    985,000
    A-3         Variable (1)         $ 68,900,000
    A-AB        Variable (1)         $125,050,000
   A-4-1        Variable (1)         $ 45,893,000
   A-4-2        Variable (1)         $ 82,057,000
   A-4-3        Variable (1)         $119,659,000
   A-4-4        Variable (1)         $703,333,000
   A-1A-1       Variable (1)         $    434,000
   A-1A-2       Variable (1)         $ 11,312,000
   A-1A-3       Variable (1)         $ 11,742,000
   A-1A-4       Variable (1)         $ 11,449,000
   A-1A-5       Variable (1)         $ 35,597,000
   A-1A-6       Variable (1)         $ 10,971,000
   A-1A-7       Variable (1)         $  9,336,000
   A-1A-8       Variable (1)         $206,566,000
    A-M         Variable (1)         $246,815,000
    A-J         Variable (1)         $222,132,000
    B-1         Variable (1)         $ 27,402,000
    B-2         Variable (1)         $ 18,876,000
    C-1         Variable (1)         $ 19,162,000
    C-2         Variable (1)         $  5,520,000
    D-1         Variable (1)         $ 20,423,000
    D-2         Variable (1)         $ 16,599,000
     E          Variable (1)         $ 21,596,000
    F-1         Variable (1)         $ 24,412,000
    F-2         Variable (1)         $    269,000
    G-1         Variable (1)         $  3,644,000
    G-2         Variable (1)         $ 21,038,000
     H          Variable (1)         $ 24,681,000
     J          Variable (1)         $  9,256,000
     K          Variable (1)         $  6,170,000
    L-1         Variable (1)         $  4,351,000
    L-2         Variable (1)         $  4,905,000
     M          Variable (1)         $  3,085,000
     N          Variable (1)         $  6,170,000
     O          Variable (1)         $  6,171,000
     P          Variable (1)         $ 27,766,608

----------
(1)  The REMIC II Remittance Rate for each REMIC II Regular Interest shall be a
     variable rate per annum calculated in accordance with the definition of
     "REMIC II Remittance Rate".


                                       -2-



          REMIC III

          As provided herein, the Trustee will elect to treat the segregated
pool of assets consisting of the REMIC II Regular Interests as a REMIC for
federal income tax purposes, and such segregated pool of assets will be
designated as "REMIC III". The Class R Certificates will evidence ownership of
(among other things) the sole class of "residual interests" in REMIC III for
purposes of the REMIC Provisions under federal income tax law.

          Class Designations of the REMIC III Certificates

          The following table irrevocably sets forth the Class designation,
Pass-Through Rate and initial Class Principal Balance for each Class of the
REMIC III Certificates.

   Class                            Initial Class
Designation   Pass-Through Rate   Principal Balance
-----------   -----------------   -----------------
 Class A-1    5.044% per annum      $114,700,000
 Class A-2    5.123% per annum      $170,700,000
 Class A-3    5.209% per annum      $ 68,900,000
Class A-AB    5.171% per annum      $125,050,000
 Class A-4    5.201% per annum      $950,942,000
   A-1A       5.189% per annum      $297,407,000
 Class A-M    5.243% per annum      $246,815,000
 Class A-J    5.273% per annum      $222,132,000
  Class B     5.333% per annum      $ 46,278,000
  Class C     5.372% per annum      $ 24,682,000
  Class D     5.412% per annum      $ 37,022,000
  Class E       Variable (1)        $ 21,596,000
  Class F       Variable (1)        $ 24,681,000
  Class G       Variable (1)        $ 24,682,000
  Class H       Variable (2)        $ 24,681,000
  Class J       Variable (1)        $  9,256,000
  Class K       Variable (1)        $  6,170,000
  Class L       Variable (1)        $  9,256,000
  Class M       Variable (1)        $  3,085,000
  Class N       Variable (1)        $  6,170,000
  Class O       Variable (1)        $  6,171,000
  Class P       Variable (1)        $ 27,766,608
 Class X-1      Variable (2)                    (3)
 Class X-2      Variable (2)                    (4)
 Class X-W      Variable (2)                    (5)

----------
(1)  The respective Pass-Through Rates for the Class E, Class F, Class G, Class
     J, Class K, Class L, Class M, Class N, Class O and Class P Certificates
     will, in the case of each of those Classes, be a rate per annum equal to
     the lesser of a fixed rate per annum (equal to 5.461%, 5.628%, 5.707%,
     4.971%, 4.971%, 4.971%, 4.971%, 4.971%, 4.971% and 4.971%, respectively)
     and a variable rate, all as calculated in accordance with the definition of
     "Pass-Through Rate".

(2)  The respective Pass-Through Rates for the Class X-1, Class X-2, Class X-W
     and Class H Certificates will, in the case of each of those Classes, be a
     variable rate per annum calculated in accordance with the definition of
     "Pass-Through Rate".

(3)  The Class X-1 Certificates will not have a Class Principal Balance and will
     not entitle their Holders to receive distributions of principal. The Class
     X-1 Certificates will have a Class Notional Amount which will be equal to
     the


                                       -3-



     aggregate of the Component Notional Amounts of the REMIC III Components of
     such Class from time to time. As more specifically provided herein,
     interest in respect of such Class of Certificates will consist of the
     aggregate amount of interest accrued on the respective Component Notional
     Amounts of such Class' REMIC III Components from time to time.

(4)  The Class X-2 Certificates will not have a Class Principal Balance and will
     not entitle their Holders to receive distributions of principal. The Class
     X-2 Certificates will have a Class Notional Amount which will be equal to
     the aggregate of the Component Notional Amounts of the REMIC III Components
     of such Class from time to time. As more specifically provided herein,
     interest in respect of such Class of Certificates will consist of the
     aggregate amount of interest accrued on the respective Component Notional
     Amounts of such Class' REMIC III Components from time to time.

(5)  The Class X-W Certificates will not have a Class Principal Balance and will
     not entitle their Holders to receive distributions of principal. The Class
     X-W Certificates will have a Class Notional Amount which will be equal to
     the aggregate of the Component Notional Amounts of the REMIC III Components
     of such Class from time to time. As more specifically provided herein,
     interest in respect of such Class of Certificates will consist of the
     aggregate amount of interest accrued on the respective Component Notional
     Amounts of such Class' REMIC III Components from time to time.

          Designations of the REMIC III Components

          The REMIC III Components of the Class X-1 Certificates are hereby
irrevocably assigned the alphanumeric designation under the column heading
"REMIC III Component of Class X-1 Certificates" in the table that appears under
"Corresponding REMIC II Regular Interests". The REMIC III Components of the
Class X-2 Certificates are hereby irrevocably assigned the alphanumeric
designation set forth under the column heading "REMIC III Component of Class X-2
Certificates" in the table that appears under "Corresponding REMIC II Regular
Certificates". The REMIC III Components of the Class X-W Certificates are hereby
irrevocably assigned the alphanumeric designation set forth under the column
heading "REMIC III Component of Class X-W Certificates" in the table that
appears under "Corresponding REMIC II Regular Certificates".

          Corresponding REMIC II Regular Interests

          The following table irrevocably sets forth, with respect to each REMIC
II Regular Interest, the Class of Certificates, REMIC III Component of the Class
X-1 Certificates, REMIC III Component of the Class X-2 Certificates and REMIC
III Component of the Class X-W Certificates for which such REMIC II Regular
Interest constitutes a Corresponding REMIC II Regular Interest:


                                       -4-





                                                                                         Class X-2 Termination
REMIC II                       REMIC III            REMIC III            REMIC III         Date for REMIC III
 Regular     Class of     Component of Class   Component of Class   Component of Class     Component of Class
Interest   Certificates    X-1 Certificates     X-2 Certificates     X-W Certificates       X-2 Certificates
--------   ------------   ------------------   ------------------   ------------------   ---------------------

 A-1-1          A-1            X1-A-1-1          Not Applicable          XW-A-1-1            Not Applicable
 A-1-2          A-1            X1-A-1-2             X2-A-1-2             XW-A-1-2            December 2007
 A-1-3          A-1            X1-A-1-3             X2-A-1-3             XW-A-1-3            December 2008
 A-2-1          A-2            X1-A-2-1             X2-A-2-1             XW-A-2-1            December 2008
 A-2-2          A-2            X1-A-2-2             X2-A-2-2             XW-A-2-2            December 2009
 A-2-3          A-2            X1-A-2-3             X2-A-2-3             XW-A-2-3            December 2010
  A-3           A-3             X1-A-3               X2-A-3               XW-A-3             December 2010
  A-AB         A-AB            X1-A-AB              X2-A-AB               XW-A-AB            December 2010
 A-4-1          A-4            X1-A-4-1             X2-A-4-1             XW-A-4-1            December 2010
 A-4-2          A-4            X1-A-4-2             X2-A-4-2             XW-A-4-2            December 2011
 A-4-3          A-4            X1-A-4-3             X2-A-4-3             XW-A-4-3            December 2012
 A-4-4          A-4            X1-A-4-4             X2-A-4-4             XW-A-4-4            December 2013
 A-1A-1        A-1A           X1-A-1A-1          Not Applicable          XW-A-1A-1           Not Applicable
 A-1A-2        A-1A           X1-A-1A-2            X2-A-1A-2             XW-A-1A-2           December 2007
 A-1A-3        A-1A           X1-A-1A-3            X2-A-1A-3             XW-A-1A-3           December 2008
 A-1A-4        A-1A           X1-A-1A-4            X2-A-1A-4             XW-A-1A-4           December 2009
 A-1A-5        A-1A           X1-A-1A-5            X2-A-1A-5             XW-A-1A-5           December 2010
 A-1A-6        A-1A           X1-A-1A-6            X2-A-1A-6             XW-A-1A-6           December 2011
 A-1A-7        A-1A           X1-A-1A-7            X2-A-1A-7             XW-A-1A-7           December 2012
 A-1A-8        A-1A           X1-A-1A-8            X2-A-1A-8             XW-A-1A-8           December 2013
  A-M           A-M             X1-A-M               X2-A-M               XW-A-M             December 2013
  A-J           A-J             X1-A-J               X2-A-J               XW-A-J             December 2013
  B-1            B              X1-B-1               X2-B-1               XW-B-1             December 2012
  B-2            B              X1-B-2               X2-B-2               XW-B-2             December 2013
  C-1            C              X1-C-1               X2-C-1               XW-C-1             December 2011
  C-2            C              X1-C-2               X2-C-2               XW-C-2             December 2012
  D-1            D              X1-D-1               X2-D-1               XW-D-1             December 2010
  D-2            D              X1-D-2               X2-D-2               XW-D-2             December 2011
   E             E               X1-E                 X2-E                 XW-E              December 2010
  F-1            F              X1-F-1               X2-F-1               XW-F-1             December 2009
  F-2            F              X1-F-2               X2-F-2               XW-F-2             December 2010
  G-1            G              X1-G-1               X2-G-1               XW-G-1             December 2008
  G-2            G              X1-G-2               X2-G-2               XW-G-2             December 2009
   H             H               X1-H                 X2-H                 XW-H              December 2008
   J             J               X1-J                 X2-J                 XW-J              December 2008
   K             K               X1-K                 X2-K                 XW-K              December 2008
  L-1            L              X1-L-1               X2-L-1               XW-L-1             December 2007
  L-2            L              X1-L-2               X2-L-2               XW-L-2             December 2008
   M             M               X1-M            Not Applicable            XW-M              Not Applicable
   N             N               X1-N            Not Applicable            XW-N              Not Applicable
   O             O               X1-O            Not Applicable            XW-O              Not Applicable
   P             P               X1-P            Not Applicable            XW-P              Not Applicable



                                       -5-



          For federal income tax purposes, each Class of the REMIC III
Certificates will be designated as a separate "regular interest" in REMIC III.
The Latest Possible Maturity Date for each Class of REMIC III Certificates is
the Rated Final Distribution Date.

          The Initial Pool Balance will be $2,468,142,608, and the initial
aggregate Uncertificated Principal Balance of the REMIC I Regular Interests, the
initial aggregate Uncertificated Principal Balance of the REMIC II Regular
Interests and the initial aggregate Class Principal Balance of the respective
Classes of REMIC III Certificates (other than the Class X Certificates) will, in
each case, be $2,468,142,608.

          As described below, there exist one or more Pooled Mortgage Loans that
are part of split loan structures comprising such Pooled Mortgage Loan and one
or more other loans that, together with the respective Pooled Mortgage Loan, are
secured by the same Mortgage encumbering the related Mortgaged Properties, which
other loans are, in each case, pari passu in right of payment to the related
Pooled Mortgage Loan or subordinate in right of payment to the related Pooled
Mortgage Loan.

          The South Bay Galleria Pooled Mortgage Loan is part of a split loan
structure comprising the South Bay Galleria Pooled Mortgage Loan and the South
Bay Galleria Non-Pooled Subordinate Loan. The relative rights of the holder of
the South Bay Galleria Pooled Mortgage Loan and the holder of the South Bay
Galleria Non-Pooled Subordinate Loan are set forth in the South Bay Galleria
Intercreditor Agreement, which provides that the South Bay Galleria Loan Group
is to be serviced and administered in accordance with this Agreement, by the
Trustee, the Certificate Administrator, the applicable Master Servicer and the
South Bay Galleria Special Servicer.

          The Tower Pooled Mortgage Loan is part of a split loan structure
comprising The Tower Pooled Mortgage Loan and The Tower Non-Pooled Mortgage
Loan. The relative rights of the holder of The Tower Pooled Mortgage Loan and
the holder of The Tower Non-Pooled Mortgage Loan are set forth in The Tower
Intercreditor Agreement, which provides that The Tower Loan Group is to be
serviced and administered in accordance with this Agreement, by the Trustee, the
Certificate Administrator, the applicable Master Servicer and the applicable
Special Servicer.

          Capitalized terms used but not otherwise defined in this Preliminary
Statement have the respective meanings assigned thereto in Section 1.01 of this
Agreement.

          In consideration of the mutual agreements herein contained, the
Depositor, each Master Servicer, each Special Servicer, the Certificate
Administrator, the Tax Administrator and the Trustee hereby agree, in each case,
as follows:


                                       -6-



                                    ARTICLE I

                  DEFINITIONS; GENERAL INTERPRETIVE PRINCIPLES;
              CERTAIN CALCULATIONS IN RESPECT OF THE MORTGAGE POOL

          SECTION 1.01. Defined Terms.

          Whenever used in this Agreement, the following words and phrases,
unless the context otherwise requires, shall have the meanings specified in this
Section 1.01, subject to modification in accordance with Section 1.04.

          "30/360 Basis": The accrual of interest calculated on the basis of a
360-day year consisting of twelve 30-day months.

          "30/360 Mortgage Loan": A Mortgage Loan that accrues interest on a
30/360 Basis.

          "Accrued Certificate Interest": The interest accrued from time to time
with respect to any Class of REMIC III Certificates, the amount of which
interest shall equal: (a) in the case of any Class of Principal Balance
Certificates for any Interest Accrual Period, one-twelfth of the product of (i)
the Pass-Through Rate applicable to such Class of REMIC III Certificates for
such Interest Accrual Period, multiplied by (ii) the Class Principal Balance of
such Class of REMIC III Certificates outstanding immediately prior to the
related Distribution Date; and (b) in the case of any Class of Interest Only
Certificates for any Interest Accrual Period, the aggregate amount of Accrued
Component Interest for all of such Class' REMIC III Components for such Interest
Accrual Period.

          "Accrued Component Interest": The interest accrued from time to time
with respect to any REMIC III Component of any Class of Interest Only
Certificates, the amount of which interest shall equal, for any Interest Accrual
Period, one-twelfth of the product of (i)(A) in the case of a REMIC III
Component of the Class X-1 Certificates, the Class X-1 Strip Rate applicable to
such REMIC III Component for such Interest Accrual Period, (B) in the case of a
REMIC III Component of the Class X-2 Certificates, the Class X-2 Strip Rate
applicable to such REMIC III Component for such Interest Accrual Period or (C)
in the case of a REMIC III Component of the Class X-W Certificates, the Class
X-W Strip Rate applicable to such REMIC III Component for such Interest Accrual
Period, multiplied by (ii) the Component Notional Amount of such REMIC III
Component outstanding immediately prior to the related Distribution Date.

          "Actual/360 Basis": The accrual of interest calculated on the basis of
the actual number of days elapsed during any calendar month (or other applicable
recurring accrual period) in a year assumed to consist of 360 days.

          "Actual/360 Mortgage Loan": A Mortgage Loan that accrues interest on
an Actual/360 Basis.

          "Additional Collateral": Any non-real property collateral (including
any Letter of Credit and Reserve Funds) pledged and/or delivered by or on behalf
of the related Borrower and held by the related Mortgagee to secure payment on
any Mortgage Loan.

          "Additional Form 10-D Disclosure": As defined in Section 11.06.

          "Additional Form 10-K Disclosure": As defined in Section 11.07.

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

          "Additional Servicer": Each Affiliate of either Master Servicer,
either Primary Servicer, any Pooled Mortgage Loan Seller, the Depositor or any
of the Underwriters that Services any of the Pooled Mortgage Loans and each
Person, other than a Special Servicer, who is not an Affiliate of either Master
Servicer, either Primary Servicer, any Pooled Mortgage Loan Seller, the
Depositor or any of the Underwriters and who Services 10% or more of the Pooled


                                       -7-



Mortgage Loans (based on their Stated Principal Balance). For clarification
purposes, the Certificate Administrator is an Additional Servicer and the
Trustee is not an Additional Servicer. For further clarification purposes, the
Special Servicer is not an Additional Servicer, it being acknowledged that the
Special Servicer constitutes a Reporting Servicer regardless of the number or
percentage of Pooled Mortgage Loans serviced on any particular date.

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

          "Additional Trust Fund Expense": Any expense incurred or shortfall
experienced with respect to the Trust Fund and not otherwise included in the
calculation of a Realized Loss, that would result in the Holders of the
Certificates (other than the Class R and Class V Certificates) receiving less
than the full amount of principal and/or Distributable Certificate Interest to
which they are entitled on any Distribution Date.

          "Additional Yield Amount": As defined in Section 4.01(c).

          "Administered REO Property": Any REO Property other than any REO
Property related to a Non-Trust-Serviced Pooled Mortgage Loan.

          "Administrative Fee Rate": With respect to each Pooled Mortgage Loan
(or any successor REO Pooled Mortgage Loan with respect thereto), a rate per
annum equal to the sum of (i) the Servicer Report Administrator Fee Rate; (ii)
the Trustee Fee Rate, (iii) the Certificate Administrator Fee Rate, (iv) the
related Master Servicing Fee Rate and (v) if (and only if) such Pooled Mortgage
Loan constitutes a Non-Trust-Serviced Pooled Mortgage Loan, the rate per annum
equal to the rate per annum at which comparable administrative fees payable
under the applicable Non-Trust Servicing Agreement accrue.

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

          "Advance Interest": The interest accrued on any Advance (other than
any Unliquidated Advance) at the Reimbursement Rate, which is payable to the
party hereto that made that Advance, all in accordance with Section 3.11(g) or
Section 4.03(d), as applicable.

          "Adverse Grantor Trust Event": Either: (i) any impairment of the
status of any Grantor Trust Pool as a Grantor Trust; or (ii) the imposition of a
tax upon any Grantor Trust Pool or any of its assets or transactions.

          "Adverse Rating Event": With respect to any Class of Rated
Certificates and each Rating Agency that has assigned a rating thereto, as of
any date of determination, the qualification, downgrade or withdrawal of the
rating then assigned to such Class of Rated Certificates by such Rating Agency
(or the placing of such Class of Rated Certificates on "negative credit watch"
status in contemplation of any such action with respect thereto) and, solely
with respect to matters affecting any Mortgage Loan Group that includes one or
more Serviced Non-Pooled Pari Passu Companion Loans, with respect to such
Mortgage Loan Group and any related class of Non-Pooled Pari Passu Companion
Loan Securities and each Rating Agency that has assigned a rating thereto, as of
any date of determination, the qualification, downgrade or withdrawal of the
rating then assigned to such class of Non-Pooled Pari Passu Companion Loan
Securities by such Rating Agency (or, in each case, the placing of such class on
"negative credit watch" status in contemplation of any such action with respect
thereto).

          "Adverse REMIC Event": Either: (i) any impairment of the status of any
REMIC Pool as a REMIC; or (ii) except as permitted by Section 3.17(a), the
imposition of a tax upon any REMIC Pool or any of its assets or transactions
(including the tax on prohibited transactions as defined in Section 860F(a)(2)
of the Code, the tax on contributions under Section 860G(d) of the Code and the
tax on income from foreclosure property under Section 860G(c) of the Code).

          "Affected Loan(s)": As defined in Section 2.03(b).


                                       -8-



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

          "Agreement": This Pooling and Servicing Agreement, as it may be
amended, modified, supplemented or restated following the Closing Date.

          "Anticipated Repayment Date": With respect to any ARD Mortgage Loan,
the date specified in the related Mortgage Note, as of which Post-ARD Additional
Interest shall begin to accrue on such Mortgage Loan, which date is prior to the
Stated Maturity Date for such Mortgage Loan.

          "Applicable State Law": For purposes of Article X, the Applicable
State Law shall be (1) the laws of the State of New York; (2) to the extent
brought to the attention of the Tax Administrator (by either (i) an Opinion of
Counsel delivered to it or (ii) written notice from the appropriate taxing
authority as to the applicability of such state law), (a) the laws of the states
in which the Corporate Trust Offices of the Certificate Administrator and the
Trustee and the Primary Servicing Offices of the Master Servicers and the
Special Servicers are located and (b) the laws of the states in which any
Mortgage Loan Documents are held and/or any REO Properties are located; and (3)
such other state or local law as to which the Tax Administrator has actual
knowledge of applicability.

          "Appraisal": With respect to any Mortgaged Property or REO Property as
to which an appraisal is required to be performed pursuant to the terms of this
Agreement, a narrative appraisal complying with USPAP (or, in the case of a
Pooled Mortgage Loan or an REO Pooled Mortgage Loan with a Stated Principal
Balance as of the date of such appraisal of $2,000,000 or less, at the
applicable Special Servicer's option, either a limited appraisal and a summary
report or an internal valuation prepared by such Special Servicer) that (i)
indicates the "market value" of the subject property (within the meaning of 12
C.F.R. Section 225.62(g)) and (ii) is conducted by a Qualified Appraiser (except
that, in the case of a Pooled Mortgage Loan or an REO Pooled Mortgage Loan with
a Stated Principal Balance as of the date of such appraisal of $2,000,000 or
less, the appraiser may be an employee of the applicable Special Servicer, which
employee need not be a Qualified Appraiser but shall have experience in
commercial and/or multifamily properties, as the case may be, and possess
sufficient knowledge to value such a property).

          "Appraisal Reduction Amount": With respect to any Serviced Mortgage
Loan that is a Required Appraisal Loan, an amount (calculated initially as of
the Determination Date immediately following the later of the date on which the
subject Pooled Mortgage Loan became a Required Appraisal Loan and the date on
which the applicable Appraisal was obtained) equal to the excess, if any, of:

               (a) the sum of, without duplication, (i) the Stated Principal
     Balance of such Required Appraisal Loan, (ii) to the extent not previously
     advanced by or on behalf of the applicable Master Servicer or the Trustee,
     all unpaid interest on such Required Appraisal Loan through the most recent
     Due Date prior to the date of calculation (exclusive of any portion thereof
     that represents Post-ARD Additional Interest and/or Default Interest),
     (iii) all accrued and unpaid Special Servicing Fees in respect of such
     Required Appraisal Loan, (iv) all related unreimbursed Advances (together
     with Unliquidated Advances) made by or on behalf of (plus all accrued and
     unpaid interest on such Advances (other than Unliquidated Advances))
     payable to) the applicable Master Servicer, the applicable Special Servicer
     and/or the Trustee with respect to such Required Appraisal Loan, (v) any
     other outstanding Additional Trust Fund Expenses with respect to such
     Required Appraisal Loan, and (vi) all currently due and unpaid real estate
     taxes and assessments, insurance premiums and, if applicable, ground rents,
     and any unfunded improvement or other applicable reserves, in respect of
     the related Mortgaged Property or REO Property, as the case may be (in each
     case, net of any amounts escrowed with the applicable Master Servicer or
     the Special Servicer for such items); over


                                       -9-



               (b) an amount equal to the sum of: (a) the excess, if any, of (i)
     90% of the Appraised Value of the related Mortgaged Property (or REO
     Property) as determined by the most recent Appraisal or any letter update
     of such Appraisal, over (ii) the amount of any obligations secured by liens
     on such Mortgaged Property (or REO Property) that are prior to the lien of
     the related Required Appraisal Loan; plus (b) the amount of any Escrow
     Payments and/or Reserve Funds held by the applicable Master Servicer or the
     applicable Special Servicer with respect to such Required Appraisal Loan,
     the related Mortgaged Property or any related REO Property that (i) are not
     being held in respect of any real estate taxes and assessments, insurance
     premiums or, if applicable, ground rents, (ii) are not otherwise scheduled
     to be applied or utilized (except to pay debt service on such Required
     Appraisal Loan) within the twelve-month period following the date of
     determination and (iii) may be applied towards the reduction of the
     principal balance of such Required Appraisal Loan; plus (c) the amount of
     any Letter of Credit constituting additional security for such Required
     Appraisal Loan and that may be applied towards the reduction of the
     principal balance of such Required Appraisal Loan.

          Notwithstanding the foregoing, if (i) any Mortgage Loan becomes a
Required Appraisal Loan, (ii) either (A) no Appraisal or update thereof has been
obtained or conducted, as applicable, in accordance with Section 3.19(a), with
respect to the related Mortgaged Property or REO Property, as the case may be,
during the 12-month period prior to the date such Mortgage Loan became a
Required Appraisal Loan or (B) there shall have occurred since the date of the
most recent Appraisal or update thereof a material change in the circumstances
surrounding the related Mortgaged Property or REO Property, as the case may be,
that would, in the applicable Special Servicer's reasonable judgment, materially
affect the value of the related Mortgaged Property or REO Property, as the case
may be, and (iii) no new Appraisal is obtained or conducted, as applicable, in
accordance with Section 3.19(a), within 60 days after such Mortgage Loan became
a Required Appraisal Loan, then (x) until such new Appraisal is obtained or
conducted, as applicable, in accordance with Section 3.19(a), the Appraisal
Reduction Amount shall equal 25% of the Stated Principal Balance of such
Required Appraisal Loan, and (y) upon receipt or performance, as applicable, in
accordance with Section 3.19(a), of such Appraisal or update thereof by the
applicable Special Servicer, the Appraisal Reduction Amount for such Required
Appraisal Loan shall be recalculated in accordance with the preceding sentence
of this definition.

          In connection with the foregoing, each Cross-Collateralized Mortgage
Loan that is part of a single Cross-Collateralized Group shall be treated
separately (in each case as a single Mortgage Loan without regard to the
cross-collateralization and cross-default provisions) for purposes of
calculating an Appraisal Reduction Amount.

          Notwithstanding the foregoing, as of any date of determination, all of
the following provisions shall apply in connection with each Serviced Mortgage
Loan Group: (i) in the case of the South Bay Galleria Loan Group (including for
purposes of the definition of "South Bay Galleria Change of Control Event"), an
Appraisal Reduction Amount shall be calculated with respect to the entirety of
the South Bay Galleria Loan Group as if it were a single "Serviced Pooled
Mortgage Loan" and allocated first to the South Bay Galleria Non-Pooled
Subordinate Loan up to the full principal balance thereof and then to the South
Bay Galleria Pooled Mortgage Loan; and (ii) in the case of The Tower Loan Group,
(a) for as long as (and only for as long as) The Tower Non-Pooled Mortgage Loan
is subordinate in right of payment to The Tower Pooled Mortgage Loan, any
Appraisal Reduction Amounts will be calculated with respect to the entirety of
The Tower Loan Group as if it were a single "Serviced Pooled Mortgage Loan" and
allocated, first, to The Tower Non-Pooled Mortgage Loan up to the full principal
balance thereof and then to The Tower Pooled Mortgage Loan and (b) from and
after any date when The Tower Non-Pooled Mortgage Loan becomes pari passu in
right of payment with The Tower Pooled Mortgage Loan, any Appraisal Reduction
Amounts shall be calculated with respect to the entirety of The Tower Loan Group
as if it were a single "Serviced Pooled Mortgage Loan" and allocated to The
Tower Pooled Mortgage Loan and The Tower Non-Pooled Mortgage Loan on a pari
passu basis up to the aggregate of, and on a pro rata basis in accordance with,
the respective outstanding principal balances of such Mortgage Loans.

          An Appraisal Reduction Amount with respect to any Pooled Mortgage Loan
will be reduced to zero as of the date on which all Servicing Transfer Events
have ceased to exist with respect to such Mortgage Loan and at least 90 days
have passed following the occurrence of the most recent Appraisal Trigger Event.
No Appraisal Reduction Amount will exist as to any Pooled Mortgage Loan after it
has been paid in full or it (or the REO Property) has been liquidated or
otherwise disposed of.


                                      -10-



          Notwithstanding the foregoing, with respect to each Non-Trust-Serviced
Pooled Mortgage Loan, the Appraisal Reduction Amount shall be the "appraisal
reduction amount" calculated by the applicable Non-Trust Master Servicer
pursuant to the applicable Non-Trust Servicing Agreement and the parties hereto
shall be entitled to rely on such calculations as reported to them by the
applicable Non-Trust Master Servicer.

          "Appraisal Trigger Event": As defined in Section 3.19(a).

          "Appraised Value": With respect to each Mortgaged Property or REO
Property, the appraised value thereof based upon the most recent Appraisal
obtained or conducted, as appropriate, pursuant to this Agreement.

          "ARCap Interest on Advance Reconciliation Report": The report in the
form of and containing the information provided for on Exhibit E-1 hereto. The
ARCap Interest on Advance Reconciliation Report shall be in Excel format or such
other format as is reasonably acceptable to the Master Servicers, the
Certificate Administrator and the Controlling Class Representative.

          "ARCap Mortgage Loans Delinquent Report": The report in the form of
and containing the information provided for on Exhibit E-2 hereto. The ARCap
Mortgage Loans Delinquent Report shall be in Excel format or such other format
as is reasonably acceptable to the Master Servicers, the Certificate
Administrator and the Controlling Class Representative.

          "ARCap Naming Convention for Electronic File Delivery": The naming
convention for electronic file delivery set forth on Exhibit E-5 hereto.

          "ARCap P&I Advances as of Remittance Date Report": The report in the
form of and containing the information provided for on Exhibit E-3 hereto. The
ARCap P&I Advances as of Remittance Date Report shall be in Excel format or such
other format as is reasonably acceptable to the Master Servicers, the
Certificate Administrator and the Controlling Class Representative.

          "ARD Mortgage Loan": A Mortgage Loan that provides for the accrual of
Post-ARD Additional Interest thereon if such Mortgage Loan is not paid in full
on or prior to its Anticipated Repayment Date.

          "Asset Status Report": As defined in Section 3.24(a).

          "Assignment of Leases": With respect to any Mortgaged Property, any
assignment of leases, rents and profits or similar document or instrument
executed by the related Borrower in connection with the origination of the
related Mortgage Loan(s), as such assignment may be amended, modified, renewed
or extended through the date hereof and from time to time hereafter.

          "Assumed Monthly Payment": With respect to (a) any Pooled Mortgage
Loan that is a Balloon Mortgage Loan delinquent in respect of its Balloon
Payment beyond the Determination Date immediately following its scheduled
maturity date (as such date may be extended in connection with a bankruptcy,
insolvency or similar proceeding involving the related Borrower or by reason of
a modification, waiver or amendment granted or agreed to by the applicable
Master Servicer or the applicable Special Servicer), for that scheduled maturity
date and for each subsequent Due Date as of which such Pooled Mortgage Loan
remains outstanding and part of the Trust Fund, the scheduled monthly payment of
principal and/or interest deemed to be due with respect to such Pooled Mortgage
Loan on such Due Date equal to the amount (exclusive of Default Interest) that
would have been due in respect thereof on such Due Date if such Pooled Mortgage
Loan had been required to continue to accrue interest in accordance with its
terms, and to pay principal in accordance with the amortization schedule (if
any), in effect immediately prior to, and without regard to the occurrence of,
such maturity date; and (b) any REO Pooled Mortgage Loan, for any Due Date as of
which the related REO Property (or, in the case of any REO Pooled Mortgage Loan
that is a successor to any Pooled Mortgage Loan in a Mortgage Loan Group, any
interest in the related REO Property) remains part of the Trust Fund, the
scheduled monthly payment of principal and/or interest deemed to be due in
respect thereof on such Due Date equal to the Monthly Payment (or, in the


                                      -11-



case of a Balloon Mortgage Loan described in clause (b) of this definition, the
Assumed Monthly Payment) that was due (or deemed due) with respect to the
related Pooled Mortgage Loan on the last Due Date prior to its becoming an REO
Pooled Mortgage Loan.

          "ASTM": The American Society for Testing and Materials.

          "Authenticating Agent": Any authenticating agent appointed pursuant to
Section 5.07 (or, in the absence of any such appointment, the Certificate
Administrator).

          "Available Distribution Amount": With respect to any Distribution
Date, an amount equal to (a) the sum of (i) all amounts on deposit in the
Distribution Account as of 11:00 a.m., New York City time, on such Distribution
Date, (ii) to the extent not included in the amount described in clause (a)(i)
of this definition, any P&I Advances and/or Compensating Interest Payments that
were made hereunder in respect of such Distribution Date, (iii) to the extent
not included in the amount described in clause (a)(i) of this definition, the
aggregate amount transferred (pursuant to Section 3.05(d)) from the Excess
Liquidation Proceeds Account to the Distribution Account in respect of such
Distribution Date, and (iv) to the extent not included in the amount described
in clause (a)(i) of this definition, if such Distribution Date occurs during the
month of March of 2007 or any year thereafter (or if the Final Distribution Date
occurs during the month of January (except in a leap year) or February of any
year, during such January or February), the aggregate of the Interest Reserve
Amounts with respect to the Interest Reserve Loans transferred from the Interest
Reserve Account to the Distribution Account during such month of March (or if
the Final Distribution Date occurs during the month of January (except in a leap
year) or February of any year, during such January or February) for distribution
on such Distribution Date, net of (b) any portion of the amounts described in
clause (a) of this definition that represents one or more of the following: (i)
collected Monthly Payments that are due on a Due Date following the end of the
related Collection Period (other than, in the case of any Pooled Mortgage Loan
for which the Due Date is on a day other than the first day of each month and
such day in the current month happens to be later than the end of such related
Collection Period, in which case such collected Monthly Payment shall not be
withheld until the following month as otherwise contemplated by this clause
(i)), (ii) any payments of principal (including Principal Prepayments) and
interest, Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds
Received by the Trust after the end of the related Collection Period, (iii) any
Prepayment Premiums, Yield Maintenance Charges and/or Post-ARD Additional
Interest, (iv) any amounts payable or reimbursable to any Person from the
Distribution Account pursuant to clauses (iii) through (viii) of Section
3.05(b), (v) if such Distribution Date occurs during the month of February of
2007 or any year thereafter or during the month of January of 2007 or any year
thereafter that is not a leap year, the aggregate of the Interest Reserve
Amounts with respect to the Interest Reserve Loans to be withdrawn (pursuant to
Section 3.04(c) and Section 3.05(b)(ii)) from the Distribution Account and
deposited into the Interest Reserve Account during such month of February or
such month of January, as the case may be, and held for future distribution, and
(vi) any amounts deposited in the Distribution Account in error; provided that
the Available Distribution Amount for the Final Distribution Date shall be
calculated without regard to clauses (b)(i), (b)(ii) and (b)(v) of this
definition.

          For purposes of determining the portion of the Available Distribution
Amount that is attributable to Loan Group 1 or Loan Group 2 in connection with
any Distribution Date, if the portion of the Principal Distribution Amount
otherwise attributable to such Loan Group is increased (or decreased) on account
of one or more Pooled Mortgage Loans that are not included in such Loan Group
pursuant to the definition of "Principal Distribution Amount", then the portion
of the Available Distribution Amount that is otherwise attributable to such Loan
Group in connection with such Distribution Date shall be likewise increased (or
decreased) by the same amount and the portion of the Available Distribution
Amount that is otherwise attributable to the Loan Group that includes such
Pooled Mortgage Loan shall be decreased (or increased) by the same amount.

          "Balloon Mortgage Loan": Any Mortgage Loan that by its original terms
or by virtue of any modification entered into as of the Closing Date (or, in the
case of a Replacement Pooled Mortgage Loan, as of the related date of
substitution) provides for an amortization schedule extending beyond its Stated
Maturity Date and as to which, in accordance with such terms, the Monthly
Payment due on its Stated Maturity Date is at least 5% of the original principal
balance of such Mortgage Loan.


                                      -12-



          "Balloon Payment": With respect to any Balloon Mortgage Loan as of any
date of determination, the Monthly Payment payable on the Stated 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": As defined in Section 4.01(b).

          "Base Prospectus": That certain prospectus dated September 13, 2006
relating to trust funds established by the Depositor and publicly offered
mortgage pass-through certificates evidencing interests therein.

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

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

          "Borrower": The obligor or obligors on a Mortgage Note.

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

          "BSCMI": Bear Stearns Commercial Mortgage, Inc., or its successor in
interest.

          "BSCMI Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either
an Original BSCMI Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan
that was delivered under the BSCMI Pooled Mortgage Loan Purchase Agreement in
substitution for an Original BSCMI Pooled Mortgage Loan.

          "BSCMI Pooled Mortgage Loan Purchase Agreement": That certain Mortgage
Loan Purchase and Sale Agreement dated as of December 6, 2006, between BSCMI as
seller and the Depositor as purchaser.

          "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions in California, New York or Illinois or any of the
jurisdictions in which the respective Primary Servicing Offices of the Master
Servicers, the Primary Servicers and the Special Servicers and the Corporate
Trust Offices of the Certificate Administrator and the Trustee are located, are
authorized or obligated by law or executive order to remain closed.

          "Category 1 Request": In connection with the PCF Pooled Mortgage Loans
and PCFII Pooled Mortgage Loans, a "Category 1 Request" and a "Deemed Category 1
Request" as such terms are defined in the PGI Primary Servicing Agreement.

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

          "Certificate": Any one of the Depositor's 2006-PWR14 Commercial
Mortgage Pass-Through Certificates, as executed by the Certificate Administrator
and authenticated and delivered hereunder by the Certificate Registrar.

          "Certificate Administrator": WFB, in its capacity as certificate
administrator hereunder, or any successor certificate administrator appointed as
herein provided.

          "Certificate Administrator Fee": With respect to each Pooled Mortgage
Loan and REO Pooled Mortgage Loan, the fee designated as such and payable to the
Certificate Administrator pursuant to Section 8.05(a). The Certificate
Administrator Fee includes the Tax Administrator Fee.


                                      -13-



          "Certificate Administrator Fee Rate": Forty-two hundred-thousandths of
one percent (0.00042%) per annum.

          "Certificate Administrator Report": As defined in Section 4.02(a).

          "Certificate Factor": With respect to any Class of Interest Only
Certificates or Principal Balance Certificates, as of any date of determination,
a fraction, expressed as a decimal carried to eight places, the numerator of
which is the related Class Principal Balance or Class Notional Amount, as the
case may be, then outstanding, and the denominator of which is the related Class
Principal Balance or Class Notional Amount, as the case may be, outstanding as
of the Closing Date.

          "Certificate Group 1 Principal Distribution Amount": As defined in
Section 4.01(a).

          "Certificateholder" or "Holder": The Person in whose name a
Certificate is registered in the Certificate Register, provided, however, that:
(i) neither a Disqualified Organization nor a Non-United States Tax Person shall
be a "Holder" of, or a "Certificateholder" with respect to, a Class R
Certificate for any purpose hereof; and (ii) solely for purposes of giving any
consent, approval, direction or waiver pursuant to this Agreement that
specifically relates to the rights, duties and/or obligations hereunder of any
of the Depositor, a Master Servicer, a Special Servicer, the Tax Administrator,
the Certificate Administrator or the Trustee in its respective capacity as such
(other than any consent, approval or waiver contemplated by Sections 3.24 and/or
3.27), any Certificate registered in the name of such party or in the name of
any Affiliate thereof shall be deemed not to be outstanding, and the Voting
Rights to which it is entitled shall not be taken into account in determining
whether the requisite percentage of Voting Rights necessary to effect any such
consent, approval or waiver that specifically relates to such party has been
obtained. The Certificate Registrar shall be entitled to request and
conclusively rely upon a certificate of the Depositor, a Master Servicer or the
Special Servicer in determining whether a Certificate is registered in the name
of an Affiliate of such Person. All references herein to "Certificateholders" or
"Holders" shall reflect the rights of Certificate Owners only insofar as they
may indirectly exercise such rights through the Depository and the Depository
Participants (except as otherwise specified herein), it being herein
acknowledged and agreed that the parties hereto shall be required to recognize
as a "Certificateholder" or "Holder" only the Person in whose name a Certificate
is registered in the Certificate Register.

          "Certificate Notional Amount": With respect to any Interest Only
Certificate, as of any date of determination, the then notional principal amount
on which such Certificate accrues interest, equal to the product of (a) the then
Certificate Factor for the Class of Interest Only Certificates to which such
Certificate belongs, multiplied by (b) the amount specified on the face of such
Certificate as the initial Certificate Notional Amount thereof.

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

          "Certificate Principal Balance": With respect to any Principal Balance
Certificate, as of any date of determination, the then outstanding principal
amount of such Certificate equal to the product of (a) the then Certificate
Factor for the Class of Principal Balance Certificates to which such Certificate
belongs, multiplied by (b) the amount specified on the face of such Certificate
as the initial Certificate Principal Balance thereof.

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

          "Certification Indemnitee": As defined in Section 11.14.

          "Certification Parties": As defined in Section 11.08.

          "Certifying Person": As defined in Section 11.08.


                                      -14-



          "Certifying Servicer": As defined in Section 11.11.

          "Class": Collectively, all of the Certificates bearing the same
alphabetic or alphanumeric class designation and having the same payment terms.

          "Class A Principal Distribution Cross-Over Date": The first
Distribution Date as of the commencement of business on which (i) two or more
Classes of the Class A Senior REMIC III Certificates remain outstanding and (ii)
the aggregate of the Class Principal Balances of the Class A-M, Class A-J, Class
B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class
L, Class M, Class N, Class O and Class P Certificates have previously been
reduced to zero as a result of the allocation of Realized Losses and Additional
Trust Fund Expenses pursuant to Section 4.04(a).

          "Class A Senior REMIC III Certificates": The Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates.

          "Class A-1 Certificate": Any one of the Certificates with a "Class
A-1" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class A-1A Certificate": Any one of the Certificates with a "Class
A-1A" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class A-2 Certificate": Any one of the Certificates with a "Class
A-2" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class A-3 Certificate": Any one of the Certificates with a "Class
A-3" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class A-4 Certificate": Any one of the Certificates with a "Class
A-4" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class A-AB Certificate": Any one of the Certificates with a "Class
A-AB" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class A-AB Planned Principal Balance" For any Distribution Date, the
principal balance set forth opposite such Distribution Date on Schedule VI
attached hereto.

          "Class A-J Certificate": Any one of the Certificates with a "Class
A-J" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class A-M Certificate": Any one of the Certificates with a "Class
A-M" designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class B Certificate": Any one of the Certificates with a "Class B"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.


                                      -15-



          "Class C Certificate": Any one of the Certificates with a "Class C"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class D Certificate": Any one of the Certificates with a "Class D"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class E Certificate": Any one of the Certificates with a "Class E"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class F Certificate": Any one of the Certificates with a "Class F"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class G Certificate": Any one of the Certificates with a "Class G"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class H Certificate": Any of the Certificates with a "Class H"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class J Certificate": Any one of the Certificates with a "Class J"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class K Certificate": Any of the Certificates with a "Class K"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class L Certificate": Any of the Certificates with a "Class L"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class M Certificate": Any of the Certificates with a "Class M"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class N Certificate": Any of the Certificates with a "Class N"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class Notional Amount": The aggregate hypothetical or notional amount
on which any Class of Interest Only Certificates accrues or is deemed to accrue
interest from time to time, as calculated in accordance with Section 2.16(e).

          "Class O Certificate": Any of the Certificates with a "Class O"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.


                                      -16-



          "Class P Certificate": Any of the Certificates with a "Class P"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class Principal Balance": The aggregate principal balance of any
Class of Principal Balance Certificates outstanding as of any date of
determination. As of the Closing Date, the Class Principal Balance of each Class
of Principal Balance Certificates shall equal the initial Class Principal
Balance thereof. On each Distribution Date, the Class Principal Balance of each
Class of Principal Balance Certificates shall be (i) reduced by the amount of
any distributions of principal made thereon on such Distribution Date pursuant
to Section 4.01, and (ii) further reduced by the amount of any Realized Losses
and Additional Trust Fund Expenses deemed allocated thereto on such Distribution
Date pursuant to Section 4.04(a); provided, however, that if the Principal
Distribution Amount for such Distribution Date includes any amount described in
clause (I)(C) of the definition of "Principal Distribution Amount" (in respect
of recoveries during the Collection Period related to such Distribution Date of
amounts determined to constitute Nonrecoverable Advances during a Collection
Period related to a prior Distribution Date), then the Class Principal Balances
of the respective Classes of Principal Balance Certificates shall hereby be
increased (in the aggregate) immediately prior to such Distribution Date by the
lesser of the amount of Realized Losses previously allocated thereto and such
amount described in such clause (I)(C) (and, as among the respective Classes of
Principal Balance Certificates, such increase shall be allocated, first, to the
Class A Senior Certificates, pro rata according to the amounts of Realized
Losses previously allocated to the respective Classes of Class A Senior REMIC
III Certificates, second, to the Class A-M Certificates, third to the Class A-J
Certificates and, then to the other Classes of Principal Balance Certificates in
sequential order according to alphabetical Class designation, in each case to
the extent of the lesser of the Realized Losses previously allocated thereto and
the remaining unallocated portion of the increase).

          "Class R Certificate": Any of the Certificates with a "Class R"
designation on the face thereof, substantially in the form of Exhibit A-2
attached hereto, and evidencing ownership of Grantor Trust R.

          "Class V Certificate": Any of the Certificates with a "Class V"
designation on the face thereof, substantially in the form of Exhibit A-3
attached hereto, and evidencing ownership of Grantor Trust V.

          "Class X-1 Certificate": Any of the Certificates with a "Class X-1"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class X-1 Strip Rate": As defined in Section 2.16(f).

          "Class X-2 Certificate": Any of the Certificates with a "Class X-2"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class X-2 Strip Rate": As defined in Section 2.16(f).

          "Class X-2 Termination Date": With respect to each REMIC III Component
of the Class X-2 Certificates, the Distribution Date that occurs in the month
set forth opposite such REMIC III Component in the Preliminary Statement under
the column entitled "Class X-2 Termination Date for REMIC III Component of Class
X-2 Certificates" in the table entitled "REMIC III--Corresponding REMIC II
Regular Interests".

          "Class X-W Certificate": Any of the Certificates with a "Class X-W"
designation on the face thereof, substantially in the form of Exhibit A-1
attached hereto, and evidencing a portion of a class of "regular interests" in
REMIC III for purposes of the REMIC Provisions.

          "Class X-W Strip Rate": As defined in Section 2.16(f).


                                      -17-



          "Clearstream": Clearstream Banking, societe anonyme or any successor.

          "Closing Date": December 19, 2006.

          "Closing Date Deposit Amount": With respect to each Closing Date
Deposit Mortgage Loan, a cash amount to be deposited by the related Pooled
Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan Purchase
Agreement, as set forth on Schedule VII, which cash amount represents, as to
each such Pooled Mortgage Loan, the aggregate amount of interest that would have
accrued on the related Cut-off Date Principal Balance of such Closing Date
Deposit Mortgage during the entire month of December 2006 at the related
Mortgage Rate as if such Mortgage Loan accrued interest for such month.

          "Closing Date Deposit Mortgage Loan": Any Mortgage Loan set forth on
Schedule VII, for which Mortgage Loan a Monthly Payment is not due in January
2007.

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

          "CMSA Advance Recovery Report": The monthly report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Advance Recovery Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally and
is reasonably acceptable to each Master Servicer, each Special Servicer, the
Certificate Administrator and the Trustee. The preparation of each CMSA Advance
Recovery Report shall constitute a responsibility of the applicable Master
Servicer and shall not constitute a responsibility of any other party. Each CMSA
Loan Periodic Update File prepared by a Master Servicer shall be accompanied by
a CMSA Advance Recovery Report. Notwithstanding anything in this Agreement to
the contrary, the applicable Master Servicer shall not be required to deliver a
CMSA Advance Recovery Report (and the relevant CMSA Loan Periodic Update File
need not be accompanied by any such report) with respect to any Collection
Period prior to the date when a Workout-Delayed Reimbursement Amount or a
Nonrecoverable Advance exists with respect to any Pooled Mortgage Loan for which
such Master Servicer is the applicable Master Servicer.

          "CMSA Bond Level File": The monthly data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "Bond Level File" available as of the Closing Date on the CMSA Website, or
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and is reasonably
acceptable to the Certificate Administrator.

          "CMSA Collateral Summary File": The monthly data file substantially in
the form of, and containing the information called for in, the downloadable form
of the "Collateral Summary File" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally and
is reasonably acceptable to the Certificate Administrator and the Trustee.


                                      -18-



          "CMSA Comparative Financial Status Report": A report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Comparative Financial Status Report" available as of the Closing Date on
the CMSA Website, or such other form for the presentation of such information as
may from time to time be recommended by the CMSA for commercial mortgage-backed
securities transactions generally and is reasonably acceptable to each Master
Servicer and each Special Servicer. Each CMSA Comparative Financial Status
Report shall be based on (1) the most recent rent roll and (2) to the extent
provided to the applicable Master Servicer or the applicable Special Servicer,
(i) in connection with a CMSA Comparative Financial Status Report relating to
quarterly financial information, trailing 12 months of financial information
(normalized; provided, however, that, until such time as CMSA shall adopt a
standard that requires the use of normalized quarterly operating statements and
rent rolls, the applicable Master Servicer shall be permitted to use the
non-normalized quarterly operating statements and rent rolls), if trailing 12
months of financial information was provided to the applicable Master Servicer
or the applicable Special Servicer (as the case may be), or financial
information based on 9 months of operating statements or year-to-date financial
information, if trailing 12 months of financial information was not provided to
the applicable Master Servicer or the applicable Special Servicer (as the case
may be) and 9 months of operating statements or year-to-date financial
information was provided to the applicable Master Servicer or the applicable
Special Servicer (as the case may be) or (ii) in connection with a CMSA
Comparative Financial Status Report relating to annual financial information,
annual operating statements (if provided to the applicable Master Servicer or
the applicable Special Servicer (as the case may be)), normalized. To the extent
the information described above has been provided to the applicable Master
Servicer or the applicable Special Servicer, each CMSA Comparative Financial
Status Report shall present (among other things called for by the form of CMSA
Comparative Financial Status Report) the occupancy rate, debt service coverage
ratio, net operating income and net cash flow for each Mortgage Loan or
Mortgaged Property covered thereby.

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

          "CMSA Financial File": A monthly data file substantially in the form
of, and containing the information called for in, the downloadable form of the
"Financial File" available as of the Closing Date on the CMSA Website, or such
other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and is reasonably
acceptable to each Master Servicer.

          "CMSA Historical Loan Modification & Corrected Mortgage Loan Report":
A monthly report substantially in the form of, and containing the information
called for in, the downloadable form of the "Historical Loan Modification
Report" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally and is reasonably acceptable
to each Master Servicer and each Special Servicer.

          "CMSA Investor Reporting Package": Collectively:

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

               (b) the following supplemental reports: (i) CMSA Delinquent Loan
     Status Report, (ii) CMSA Historical Loan Modification & Corrected Mortgage
     Loan Report, (iii) CMSA REO Status Report, (iv) CMSA Operating Statement
     Analysis Report, (v) CMSA Comparative Financial Status Report, (vi) CMSA
     Servicer Watch List, (vii) CMSA NOI Adjustment Worksheet, (viii) CMSA Loan
     Level Reserve/LOC Report, (ix) CMSA Reconciliation of Funds Report, (x)
     CMSA Advance Recovery Report and (xi) solely with respect to


                                      -19-



     The Tower Loan Group from and after any date when The Tower Non-Pooled
     Mortgage Loan becomes pari passu in right of payment with The Tower Pooled
     Mortgage Loan, CMSA Total Loan Report.

          Notwithstanding anything in this Agreement to the contrary, in the
event any of the electronic files listed in clause (a) of this definition or any
of the supplemental reports listed in clause (b) of this definition are amended
or changed in any material respect by the CMSA and placed on the CMSA Website or
otherwise recommended by the CMSA for commercial mortgage-backed securities
transactions generally, so long as such electronic files and such supplemental
reports are reasonably acceptable (as applicable) to each Master Servicer and
each Special Servicer, then same shall be used with respect to the Collection
Period that commences at any time following the date that is not later than
three (3) months following adoption of the form thereof by the CMSA.

          "CMSA Loan Level Reserve/LOC Report": A monthly report substantially
in the form of, and containing the information called for in, the "Loan Level
Reserve Report" as adopted by the CMSA and made available at the CMSA Website.

          "CMSA Loan Periodic Update File": The monthly data file substantially
in the form of, and containing the information called for in, the downloadable
form of the "Loan Periodic Update File" available as of the Closing Date on the
CMSA Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be recommended
by the CMSA for commercial mortgage-backed securities transactions generally and
is reasonably acceptable to each Master Servicer, each Special Servicer and the
Certificate Administrator.

          "CMSA Loan Setup File": The data file substantially in the form of,
and containing the information called for in, the downloadable form of the "Loan
Setup File" available as of the Closing Date on the CMSA Website, or such other
form for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally and is reasonably acceptable
to each Master Servicer, each Special Servicer, the Certificate Administrator
and the Trustee. The CMSA Loan Setup File shall indicate (based solely on the
Pooled Mortgage Loan Schedule) whether each related Pooled Mortgage Loan
presented therein is contained in Loan Group 1 or Loan Group 2.

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

          "CMSA Property File": A data file substantially in the form of, and
containing the information called for in, the downloadable form of the "Property
File" available as of the Closing Date on the CMSA Website, or such other form
for the presentation of such information and containing such additional
information as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally and is reasonably acceptable
to each Master Servicer and each Special Servicer.

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

          "CMSA Reconciliation of Funds Report": A monthly report substantially
in the form of, and containing the information called for in, the downloadable
form of the "Reconciliation of Funds Report" available as of the Closing


                                      -20-



Date on the CMSA Website or in such other form for the presentation of such
information and containing such additional information as may from time to time
be recommended by the CMSA for commercial mortgage-backed securities
transactions generally and is reasonably acceptable to the Certificate
Administrator.

          "CMSA REO Status Report": A monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"REO Status Report" available as of the Closing Date on the CMSA Website, or in
such other form for the presentation of such information and containing such
additional information as may from time to time be recommended by the CMSA for
commercial mortgage-backed securities transactions generally and is reasonably
acceptable to each Special Servicer.

          "CMSA Servicer Watch List": A monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Servicer Watch List" available as of the Closing Date on the CMSA Website, or
in such other form for the presentation of such information and containing such
additional information as may from time to time be adopted by the CMSA for
commercial mortgage-backed securities transactions and is reasonably acceptable
to each Master Servicer.

          "CMSA Special Servicer Loan File": A data file substantially in the
form of, and containing the information called for in, the downloadable form of
the "Special Servicer Loan File" available as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be adopted by
the CMSA for commercial mortgage-backed securities transactions and is
reasonably acceptable to each Special Servicer.

          "CMSA Total Loan Report": A monthly report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Total Loan Report" available as of the Closing Date on the CMSA Website, or in
such other form for the presentation of such information and containing such
additional information as may from time to time be adopted by the CMSA for
commercial mortgage-backed securities transactions and is reasonably acceptable
to each applicable Master Servicer.

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

          "Code": The Internal Revenue Code of 1986, as amended, and regulations
promulgated thereunder, including proposed regulations to the extent that, by
reason of their proposed effective date, could, as of the date of any
determination or opinion as to the tax consequences of any action or proposed
action or transaction, be applied to the Trust or the Certificates.

          "Collection Account": The segregated account or accounts created and
maintained by each Master Servicer, pursuant to Section 3.04(a), in trust for
the Certificateholders, which shall be entitled "[name of subject Master
Servicer], as a Master Servicer, on behalf of LaSalle Bank National Association
[or name of any successor Trustee], as Trustee, in trust for the registered
holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, 2006-PWR14, Collection Account".

          "Collection Period": With respect to any Distribution Date, the period
commencing on the day immediately following the Determination Date in the
calendar month preceding the month in which such Distribution Date occurs (or,
in the case of the initial Distribution Date, commencing as of the Cut-off Date)
and ending on and including the Determination Date in the calendar month in
which such Distribution Date occurs.

          "Commission": The Securities and Exchange Commission or any successor
thereto.

          "Companion Note Custodial Account": As defined in Section 3.04(e).


                                      -21-



          "Compensating Interest Payment": With respect to any Distribution
Date, any payment made by a Master Servicer or the Certificate Administrator
from its own funds pursuant to Section 3.19(c) to cover Prepayment Interest
Shortfalls incurred during the related Collection Period.

          "Component Notional Amount": The notional amount on which any REMIC
III Component of any Class of Interest Only Certificates accrues interest,
which, as of any date of determination, is equal to 50% of the then current
Uncertificated Principal Balance of such REMIC III Component's Corresponding
REMIC II Regular Interest.

          "Condemnation Proceeds": All cash amounts actually Received by the
Trust or on behalf of the Trustee, a Master Servicer or a Special Servicer
(including with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any
related REO Property, any such proceeds remitted to the applicable Master
Servicer by the applicable Non-Trust Master Servicer or the applicable Non-Trust
Special Servicer pursuant to the related Mortgage Loan Group Intercreditor
Agreement and/or the applicable Non-Trust Servicing Agreement) in connection
with the taking of all or a part of a Mortgaged Property or REO Property by
exercise of the power of eminent domain or condemnation, exclusive of any
portion thereof applied to the restoration of the related Mortgaged Property or
REO Property (or placed in a reserve account for that purpose) or required to be
released to the related Borrower or any other third-party in accordance with
applicable law and/or the terms and conditions of the related Mortgage Loan
Documents or any other applicable document.

          "Controlling Class": As of any date of determination, the outstanding
Class of Principal Balance Certificates that (a) is the most subordinate (based
on the payment priorities set forth in Section 4.01(a)) outstanding Class of
Principal Balance Certificates and (b) has a Class Principal Balance which is
not less than 25% of the initial Class Principal Balance of such Class; provided
that if no Class of Principal Balance Certificates has as of such date of
determination a Class Principal Balance not less than 25% of its initial Class
Principal Balance, then the Controlling Class shall be the then most subordinate
(based on the payment priorities set forth in Section 4.01(a)) outstanding Class
of Principal Balance Certificates that has a Class Principal Balance greater
than zero; and provided, further, that, for purposes of this definition, the
Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A
Certificates shall be deemed to constitute a single Class of Certificates.

          "Controlling Class Certificateholder": Any Holder of Certificates of
the Controlling Class.

          "Controlling Class Representative": As defined in Section 3.23(a). The
initial Controlling Class Representative shall be ARCap REIT, Inc.

          "Corporate Trust Office: The corporate trust office of the Certificate
Administrator or the asset-backed securities trust services office of the
Trustee, as the case may be, at which at any particular time its duties, with
respect to this Agreement shall be administered, which office is as of the
Closing Date located: (i) in the case of the Certificate Administrator, for
Certificate transfer purposes, at Wells Fargo Center, Sixth Street and Marquette
Avenue, Minneapolis, Minnesota 55479; Attn: Corporate Trust Services-Bear
Stearns Commercial Mortgage Securities Inc., 2006-PWR14, and for all other
purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services, Bear Stearns Commercial Mortgage Securities Inc.,
2006-PWR14; and (ii) in the case of the Trustee, at 135 South LaSalle, Suite
1625, Chicago, Illinois 60603, Attention: Global Securities and Trust
Services-Bear Stearns Commercial Mortgage Securities Inc., 2006-PWR14.

          "Corrected Mortgage Loan": Any Serviced Mortgage Loan that had been a
Specially Serviced Mortgage Loan but has ceased to be such in accordance with
the definition of "Specially Serviced Mortgage Loan" (other than by reason of a
Liquidation Event occurring in respect of such Mortgage Loan or the related
Mortgaged Property becoming an REO Property).

          "Corrected Pooled Mortgage Loan": Any Serviced Pooled Mortgage Loan
that is a Corrected Mortgage Loan. Notwithstanding anything to the contrary
contained herein, in no event shall a Non-Trust-Serviced Pooled Mortgage Loan
constitute a Corrected Pooled Mortgage Loan under this Agreement.


                                      -22-



          "Corresponding Class of Principal Balance Certificates": With respect
to any REMIC III Component of any Class of Interest Only Certificates, the Class
of Principal Balance Certificates opposite which such REMIC III Component is set
forth in the Preliminary Statement in the table entitled "REMIC
III--Corresponding REMIC II Regular Interests".

          "Corresponding REMIC II Regular Interest(s)": (a) With respect to any
Class of Principal Balance Certificates, the REMIC II Regular Interests opposite
which such Class of Principal Balance Certificates is set forth in the
Preliminary Statement in the table entitled "REMIC III - Corresponding REMIC II
Regular Interests; (b) with respect to any REMIC III Component of the Class X-1
Certificates, the REMIC II Regular Interest opposite which such REMIC III
Component is set forth in the Preliminary Statement in the table entitled "REMIC
III--Corresponding REMIC II Regular Interests"; (c) with respect to any REMIC
III Component of the Class X-2 Certificates, the REMIC II Regular Interest
opposite which such REMIC III Component is set forth in the Preliminary
Statement in the table entitled "REMIC III--Corresponding REMIC II Regular
Interests"; and (d) with respect to any REMIC III Component of the Class X-W
Certificates, the REMIC II Regular Interest opposite which such REMIC III
Component is set forth in the Preliminary Statement in the table entitled "REMIC
III--Corresponding REMIC II Regular Interests".

          "Cross-Collateralized Group": Any group of Mortgage Loans that are
cross-defaulted and cross-collateralized with each other.

          "Cross-Collateralized Mortgage Loan": Any Mortgage Loan, that is, by
its terms, cross-defaulted and cross-collateralized with any other Mortgage
Loan; provided that the Mortgage Loans that are part of any Serviced Mortgage
Loan Group shall not constitute Cross-Collateralized Mortgage Loans.

          "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, the Pooled Mortgage Loan Sellers or an
Affiliate of any of them.

          "Cut-off Date": With respect to each Mortgage Loan, the Due Date for
the Monthly Payment due on such Mortgage Loan in December 2006 (or, in the case
of any Mortgage Loan that has its first Due Date after December 2006, the later
of the date of origination or the date that would have been its Due Date in
December 2006 under the terms of such Mortgage Loan if a Monthly Payment were
scheduled to be due in such month).

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

          "Default Charges": Default Interest and/or late payment charges that
are paid or payable, as the context may require, in respect of any Mortgage Loan
or REO Mortgage Loan.

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

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

          "Defective Pooled Mortgage Loan": Any Pooled Mortgage Loan as to which
there exists a Material Breach or a Material Document Defect that has not been
cured in all material respects.

          "Definitive Certificate": As defined in Section 5.03(a).


                                      -23-



          "Deleted Pooled Mortgage Loan": A Defective Pooled Mortgage Loan that
is purchased or repurchased, as the case may be, from the Trust or replaced with
one or more Replacement Pooled Mortgage Loans, in either case as contemplated by
Section 2.03.

          "Depositor": Bear Stearns Commercial Mortgage Securities Inc., or its
successor in interest.

          "Depository": The Depository Trust Company or any successor Depository
hereafter named as contemplated by Section 5.03(c). 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.

          "Designated MERS Mortgage": As defined in clause (iii) of the
definition of "Mortgage File".

          "Designated Sub-Servicer": Any Sub-Servicer set forth on Schedule III
hereto and any successor to such Sub-Servicer under the related Designated
Sub-Servicer Agreement.

          "Designated Sub-Servicer Agreement": Any Sub-Servicing Agreement
between a Designated Sub-Servicer and a Master Servicer.

          "Determination Date": With respect to any Distribution Date, the fifth
(5th) Business Day preceding such Distribution Date.

          "Directly Operate": With respect to any Administered REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale or lease, the performance of any construction work thereon or any use of
such REO Property in a trade or business conducted by the Trust other than
through an Independent Contractor; provided, however, that the Trustee (or the
applicable Special Servicer on behalf of the Trustee) shall not be considered to
Directly Operate an Administered REO Property solely because the Trustee (or the
applicable 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.

          "Discount Rate": As defined in Section 4.01(c).

          "Disqualified Non-United States Tax Person": With respect to any Class
R Certificate, any Non-United States Tax Person or agent thereof other than: (1)
a Non-United States Tax Person that (a) holds such Class R Certificate and, for
purposes of Treasury Regulations Section 1.860G-3(a)(3), is subject to tax under
Section 882 of the Code, (b) certifies that it understands that, for purposes of
Treasury Regulations Section 1.860E-1(c)(4)(ii), as a holder of such Class R
Certificate for United States federal income tax purposes, it may incur tax
liabilities in excess of any cash flows generated by such Class R Certificate
and intends to pay taxes associated with holding such Class R Certificate, and
(c) has furnished the Transferor, the Trustee, the Certificate Administrator and
the Tax Administrator with an effective IRS Form W-8ECI or successor form and
has agreed to update such form as required under the applicable Treasury
regulations; or (2) a Non-United States Tax Person that has delivered to the
Transferor, the Trustee, the Certificate Administrator and the Tax Administrator
an opinion of nationally recognized tax counsel to the effect that (x) the
Transfer of such Class R Certificate to it is in accordance with the
requirements of the Code and the regulations promulgated thereunder and (y) such
Transfer of such Class R Certificate will not be disregarded for United States
federal income tax purposes.


                                      -24-



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

          "Disqualified Partnership": Any domestic entity classified as a
partnership under the Code if any of its beneficial owners are (or, under the
applicable partnership agreement, are permitted to be) Disqualified Non-United
States Tax Persons.

          "Distributable Certificate Interest": With respect to any Class of
REMIC III Certificates for any Distribution Date, an amount of interest equal to
the amount of Accrued Certificate Interest in respect of such Class of REMIC III
Certificates for the related Interest Accrual Period, reduced (to not less than
zero) by that portion, if any, of the Net Aggregate Prepayment Interest
Shortfall for such Distribution Date allocated to such Class of REMIC III
Certificates as provided below; provided, however, that if the Class Principal
Balance of such Class of REMIC III Certificates is deemed to have been increased
immediately prior to such Distribution Date pursuant to the proviso to the
definition of "Class Principal Balance" because the Principal Distribution
Amount for such Distribution Date includes any collections of amounts that (x)
had previously been determined to constitute Nonrecoverable Advances, (y) were
reimbursed to a party to this Agreement from the principal portions of P&I
Advances and/or payments or other collections of principal on the Mortgage Pool
in a Collection Period prior to the one related to such Distribution Date
(pursuant to subsection (II)(iv) of Section 3.05(a)) and (z) were recovered in
the Collection Period related to such Distribution Date, then the Distributable
Certificate Interest for such Class of REMIC III Certificates and such
Distribution Date shall equal the sum of (i) the amount of the Distributable
Certificate Interest for such Class of REMIC III Certificates and such
Distribution Date, calculated as otherwise provided above without regard to this
proviso, and (ii) an amount equal to the interest that would have accrued (on a
30/360 Basis), at the Pass-Through Rate for such Class of REMIC III Certificates
and in effect for such Interest Accrual Period, on a principal amount equal to
the deemed increase in such Class Principal Balance, during such Interest
Accrual Period and each prior Interest Accrual Period related to a Distribution
Date that occurred subsequent to the earliest Distribution Date on which a
Realized Loss was allocated to such Class of REMIC III Certificates pursuant to
Section 4.04. A portion of the Net Aggregate Prepayment Interest Shortfall, if
any, for each Distribution Date shall be allocated to each Class of Principal
Balance Certificates in an amount equal to the product of (i) the amount of such
Net Aggregate Prepayment Interest Shortfall and (ii) a fraction, the numerator
of which is the Accrued Certificate Interest for such Class of Principal Balance
Certificates for such Distribution Date and the denominator of which is the
aggregate amount of Accrued Certificate Interest for all Classes of Principal
Balance Certificates for such Distribution Date. No portion of any Net Aggregate
Prepayment Interest Shortfall for any Distribution Date shall be allocated to
any Class of Interest Only Certificates.

          "Distribution Account": The segregated account or accounts created and
maintained by the Certificate Administrator on behalf of the Trustee, pursuant
to Section 3.04(b), in trust for the Certificateholders, which shall be entitled
"Wells Fargo Bank, National Association [or the name of any successor
Certificate Administrator], as Certificate Administrator, on behalf of LaSalle
Bank National Association [or the name of any successor Trustee], as Trustee, in
trust for the registered holders of Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, 2006-PWR14, Distribution
Account".


                                      -25-



          "Distribution Date": The 11th day of any month, or if such 11th day is
not a Business Day, the Business Day immediately following such 11th day,
commencing in January 2007.

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

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

          "EDGAR": The Electronic Data Gathering, Analysis, and Retrieval System
of the Commission, which is the computer system for the receipt, acceptance,
review and dissemination of documents submitted to the Commission in electronic
format.

          "Eligible Account": Any of (i) an account maintained with a federal or
state chartered depository institution or trust company, the long-term deposit
or long-term unsecured debt obligations of which are rated no less than "AA-" by
Fitch (or "A-" by Fitch so long as the short-term deposit or short-term
unsecured debt obligations of such depository institution or trust company are
rated no less than "F-1" by Fitch) and "AA-" by S&P (or "A-" by S&P so long as
the short-term deposit or short-term unsecured debt obligations of such
depository institution or trust company are rated no less than "A-1" by S&P), if
the deposits are to be held in the account for more than thirty (30) days, or
the short-term deposit or short-term unsecured debt obligations of which are
rated no less than "F-1" by Fitch and "A-1" by S&P, if the deposits are to be
held in the account for thirty (30) days or less, in any event at any time funds
are on deposit therein, (ii) a segregated trust account maintained with the
trust department of a federal or state chartered depository institution or trust
company (which, subject to the remainder of this clause (ii), may include the
Certificate Administrator or the Trustee) acting in its fiduciary capacity, and
which, in either case, has a combined capital and surplus of at least
$50,000,000 and is subject to supervision or examination by federal or state
authority and to regulations regarding fiduciary funds on deposit similar to
Title 12 of the Code of Federal Regulations Section 9.10(b), (iii) for so long
as WFB serves as a Master Servicer under this Agreement, an account maintained
with WFB or Wells Fargo Bank Iowa, N.A., each a wholly-owned subsidiary of Wells
Fargo & Co., provided that subsidiary's or its parent's (A) commercial paper,
short-term unsecured debt obligations or other short-term deposits are rated at
least "A-1" by S&P and "F-1" by Fitch, if the deposits are to be held in the
account for 30 days or less, or (B) long-term unsecured debt obligations are
rated at least "AA-" by S&P and "AA-" by Fitch (or "A-" by S&P and "A" by Fitch
so long as the short-term deposit or short-term unsecured debt obligations of
such subsidiary or its parent are rated no less than "A-1" by S&P and "F-1" by
Fitch), if the deposits are to be held in the account for more than 30 days,
(iv) for so long as PAR serves as a Master Servicer under this Agreement, an
account maintained with Prudential Trust Bank FSB, a wholly-owned subsidiary of
Prudential Financial, Inc., provided that (A) such subsidiary's senior unsecured
debt is rated no lower than "A-" by Fitch and such subsidiary's short-term
unsecured debt is rated no lower than "F-1" by Fitch, or if not rated by Fitch,
then rated no lower than the equivalent of "A-" (senior unsecured debt) / "F-1"
(short-term unsecured debt) by at least one other nationally recognized
statistical rating organization. If such subsidiary's short-term unsecured debt
rating falls below "F-1" (or the equivalent of "F-1" by any other nationally
recognized statistical rating organization), then all funds invested in such
subsidiary's demand deposits must be moved to another Eligible Account at an
institution with a short-term unsecured debt rating of at least "F-1+" or
otherwise acceptable to Fitch within 30 days, and (B) written confirmation from
S&P remains in effect (and the conditions thereunder are satisfied) confirming
that maintaining accounts at Prudential Trust Bank FSB would not in and of
itself result in the qualification, downgrade or withdrawal, as applicable, of
the then-current ratings assigned by S&P to any series of certificates issued in
CMBS transactions for which PAR serves as master servicer, or (v) an account
maintained with any one of the following: (x) in the case of an account that
does not and may not potentially contain any funds related to any Serviced
Non-Pooled Mortgage Loan, another insured depository institution that is
acceptable to each Rating Agency for the Rated Certificates (as evidenced by a
written confirmation to the Trustee from each Rating Agency that the use of such
account would not, in and of itself, result in an Adverse Rating Event with
respect to any Class of Rated Certificates), (y) in the case of an account that
does or may potentially contain


                                      -26-



any funds related to any Serviced Non-Pooled Mortgage Loan and also does or may
potentially contain any funds related to one or more Pooled Mortgage Loans,
another insured depository institution that is acceptable to each Rating Agency
for the Rated Certificates and each applicable Rating Agency for the related
Non-Pooled Pari Passu Companion Loan Securities (as evidenced by a written
confirmation to the Trustee from each Rating Agency that the use of such account
would not, in and of itself, result in an Adverse Rating Event with respect to
any Class of Rated Certificates rated by such Rating Agency and also from each
applicable Rating Agency that the use of such account would not, in and of
itself, result in an Adverse Rating Event with respect to any class of such
Non-Pooled Pari Passu Companion Loan Securities rated by such applicable Rating
Agency), as applicable, and (z) in the case of an account that does or may
potentially contain any funds related to any Serviced Non-Pooled Mortgage Loan
and does not and may not potentially contain any funds related to one or more
Pooled Mortgage Loans, another insured depository institution that is acceptable
to each applicable Rating Agency for the applicable Non-Pooled Pari Passu
Companion Loan Securities (as evidenced by a written confirmation to the Trustee
from each such applicable Rating Agency that the use of such account would not,
in and of itself, result in an Adverse Rating Event with respect to any class of
such Non-Pooled Pari Passu Companion Loan Securities rated by such applicable
Rating Agency), as applicable.

          "Emergency Advance": Any Servicing Advance, whether or not it is a
Servicing Advance that, pursuant hereto, the applicable Special Servicer is
required to make or to request a Master Servicer to make, that must be made
within five Business Days of such Special Servicer becoming aware that it must
be made in order to avoid any material penalty, any material harm to a Mortgaged
Property securing a Serviced Mortgage Loan or any other material adverse
consequence to the Trust Fund.

          "Environmental Insurance Policy": With respect to any Mortgaged
Property securing a Serviced Mortgage Loan or any Administered REO Property, any
insurance policy covering pollution conditions and/or other environmental
conditions that is maintained from time to time in respect of such Mortgaged
Property or REO Property, as the case may be, for the benefit of, among others,
the Trustee on behalf of the Certificateholders.

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

          "Escrow Payment": Any payment received by a Master Servicer or a
Special Servicer for the account of the Borrower under any Serviced Mortgage
Loan for application toward the payment of real estate taxes, assessments,
insurance premiums (including with respect to any Environmental Insurance
Policy), ground rents (if applicable) and similar items in respect of the
related Mortgaged Property.

          "Euroclear": The Euroclear System or any successor thereto.

          "Event of Default": As defined in Section 7.01(a).

          "Excess Liquidation Proceeds": The excess, if any, of (a) the Net
Liquidation Proceeds from the sale or liquidation of a Specially Serviced Pooled
Mortgage Loan or an Administered REO Property (or the proceeds of the final
payment (including any full, partial or discounted payoff) on a defaulted Pooled
Mortgage Loan or a Pooled Mortgage Loan that is a Corrected Mortgage Loan that
were Received by the Trust, net of any and all fees, expenses and costs payable
therefrom), over (b) the sum of (i) the amount needed to pay all principal,
interest (including Additional Interest (if applicable) and Default Interest),
Prepayment Premiums or Yield Maintenance Charges (as applicable) and late
payment charges payable with respect to such Pooled Mortgage Loan or the related
REO Pooled Mortgage Loan, as the case may be (together with, without
duplication, any outstanding Unliquidated Advances in respect of any such
principal or interest), in full, (ii) any other fees that would constitute
Additional Master Servicing Compensation and/or Additional Special Servicing
Compensation, (iii) any related unreimbursed Servicing Advances (together with,
without duplication, outstanding Unliquidated Advances in respect of prior
Servicing Advances), (iv) all unpaid Advance Interest on any related Advances
(but (for the avoidance of doubt) excluding any Unliquidated Advances), (v) any
related Liquidation Fee and/or Special Servicing Fees paid or payable in respect
of such Specially Serviced Mortgage Loan or the related REO Pooled Mortgage
Loan, (vi) any other Additional Trust Fund Expenses paid or payable in respect
of such Pooled Mortgage Loan or REO Property, and (vii) in the case of any REO
Property relating to a Serviced Mortgage Loan Group,


                                      -27-



any portion of such Net Liquidation Proceeds payable to any one or more of the
related Serviced Non-Pooled Mortgage Loan Noteholder(s).

          "Excess Liquidation Proceeds Account": The segregated account created
and maintained by the Certificate Administrator in the name of the Trustee
pursuant to Section 3.04(d) in trust for the Certificateholders, which shall be
entitled "LaSalle Bank National Association [or name of any successor Trustee],
as Trustee, in trust for the registered holders of Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates,
2006-PWR14, Excess Liquidation Proceeds Account".

          "Excess Servicing Fees": With respect to each Serviced Mortgage Loan
(and any successor REO Mortgage Loan with respect thereto), that portion of the
Master Servicing Fees that accrue at a per annum rate equal to the Excess
Servicing Fee Rate.

          "Excess Servicing Fee Rate": With respect to each Serviced Mortgage
Loan (and any successor REO Mortgage Loan with respect thereto), a rate per
annum equal to (i) in the case of a Pooled Mortgage Loan, the annual rate
specified as the "Excess Fee Rate" on the Pooled Mortgage Loan Schedule and (ii)
in the case of each Non-Pooled Mortgage Loan, zero (0) basis points; provided
that such rate shall be subject to reduction at any time following any
resignation of a Master Servicer pursuant to Section 6.04 (if no successor is
appointed in accordance with Section 6.04(b)) or any termination of a Master
Servicer pursuant to Section 7.01, to the extent reasonably necessary (in the
sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer (which successor may include the Trustee) that meets the
requirements of Section 7.02.

          "Excess Servicing Fee Right": With respect to each Mortgage Loan (and
any successor REO Mortgage Loan with respect thereto), the right to receive
Excess Servicing Fees. In the absence of any transfer of the Excess Servicing
Fee Right, the related Master Servicer shall be the owner of such Excess
Servicing Fee Right.

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

          "Exemption-Favored Party": Any of (i) Bear, Stearns & Co. Inc., (ii)
Morgan Stanley & Co. Incorporated, (iii) any Person directly or indirectly,
through one or more intermediaries, controlling, controlled by or under common
control with Bear, Stearns & Co. Inc. or Morgan Stanley & Co. Incorporated and
(iv) any member of any underwriting syndicate or selling group of which any
Person described in clauses (i), (ii) and (iii) is a manager or co-manager with
respect to a Class of Certificates that is investment grade rated by at least
one Rating Agency.

          "Fair Value": With respect to any Specially Designated Defaulted
Pooled Mortgage Loan, the amount that, in the applicable Special Servicer's
reasonable judgment, taking into account the factors set forth in the first
sentence of the second paragraph of Section 3.18(b) and such other factors as
such Special Servicer reasonably deems appropriate, is the fair value of such
Mortgage Loan.

          "Fannie Mae": The Federal National Mortgage Association or any
successor thereto.

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

          "Final Distribution Date": The Distribution Date on which the final
distribution is to be made with respect to the Certificates in connection with a
termination of the Trust Fund pursuant to Article IX.

          "Final Recovery Determination": A determination by the applicable
Special Servicer with respect to any Specially Serviced Mortgage Loan, Corrected
Mortgage Loan or Administered REO Property, or by the applicable Master Servicer
with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property, that there has been a recovery of all Insurance Proceeds, Condemnation
Proceeds, Liquidation Proceeds and other payments or recoveries that the
applicable Special Servicer or such Master Servicer has determined, in
accordance with the Servicing Standard, will be ultimately Received by the
Trust; provided that the term Final Recovery Determination shall not apply to:
(i) a


                                      -28-



Mortgage Loan that was paid in full (including by means of a payoff on behalf of
the Borrower, or the purchase of such Mortgage Loan, by a mezzanine lender or
another creditor of the related Borrower in connection with a Mortgage Loan
default, as set forth in the related intercreditor agreement) or (ii) a Mortgage
Loan or REO Property, as the case may be, that was purchased by (a) any Pooled
Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan Purchase
Agreement, (b) a Purchase Option Holder or its assignee pursuant to Section
3.18, (c) any Controlling Class Certificateholder(s), a Master Servicer or the
General Special Servicer pursuant to Section 9.01, (d) any related Non-Pooled
Subordinate Noteholder pursuant to a Mortgage Loan Group Intercreditor Agreement
(if such Mortgage Loan is included in a Serviced Mortgage Loan Group), or (e)
any other party with a purchase option in respect of a Non-Trust-Serviced Pooled
Mortgage Loan pursuant to the related Mortgage Loan Group Intercreditor
Agreement and/or the related Non-Trust Servicing Agreement; and provided,
further, that, for purposes of making any such determination with respect to a
Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the
applicable Master Servicer shall be entitled to rely on, and shall be required
to follow, any comparable determination made by the related Non-Trust Master
Servicer or the related Non-Trust Special Servicer.

          "Fiscal Agent": Any fiscal agent appointed by the Trustee as provided
in Section 8.13.

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

          "Form 8-K Disclosure Information": As defined in Section 11.09.

          "Form 8-K Filing Deadline": As defined in Section 11.09.

          "Form 8-K Reportable Event": As defined in Section 11.09.

          "Form 10-D Filing Deadline": As defined in Section 11.06.

          "Form 10-K Filing Deadline": As defined in Section 11.07.

          "Freddie Mac": The Federal Home Loan Mortgage Corporation or any
successor thereto.

          "GAAP": Generally accepted accounting principles in the United States.

          "General Special Servicer": ARCap Servicing, Inc. (or its successor in
interest), in its capacity as special servicer with respect to the Mortgage
Loans (exclusive of the South Bay Galleria Loan Group) and any related REO
Properties hereunder, or any successor special servicer with respect to the
Mortgage Loans (exclusive of the South Bay Galleria Loan Group) and any related
REO Properties appointed as provided herein.

          "Global Certificates": The Rule 144A Global Certificates and the
Regulation S Global Certificates, collectively.

          "Grantor Trust": A grantor trust as defined under Subpart E of Part 1
of Subchapter J of the Code.

          "Grantor Trust Pool": Any of Grantor Trust V or Grantor Trust R.

          "Grantor Trust Provisions": Subpart E of Part I of Subchapter J of the
Code, including Treasury Regulations Section 301.7701-4(c)(2).


                                      -29-



          "Grantor Trust R": The Grantor Trust designated as such in Section
2.17(b).

          "Grantor Trust V": The Grantor Trust designated as such in Section
2.17(a).

          "Ground Lease": The ground lease pursuant to which any Borrower holds
a leasehold interest in the related Mortgaged Property, together with any
estoppels or other agreements executed and delivered by the ground lessor in
favor of the lender under the related Mortgage Loan(s).

          "Group Environmental Insurance Policy": Any Environmental Insurance
Policy that is maintained from time to time in respect of more than one
Mortgaged Property or REO Property.

          "Hazardous Materials": Any dangerous, toxic or hazardous pollutants,
chemicals, wastes, or substances, including those so identified pursuant to
CERCLA or any other federal, state or local environmental related laws and
regulations now existing or hereafter enacted, and specifically including
asbestos and asbestos-containing materials, polychlorinated biphenyls ("PCBs"),
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.

          "Holder": As defined in the definition of "Certificateholder".

          "Indemnifying Party": As defined in Section 11.14.

          "Independent": When used with respect to any specified Person, any
such Person who (i) is in fact independent of the Depositor, each Pooled
Mortgage Loan Seller, each Master Servicer, each Primary Servicer, each Special
Servicer, the Certificate Administrator, the Tax Administrator, the Trustee,
each Non-Trust Master Servicer (insofar as the relevant matter involves a
Non-Trust-Serviced Pooled Mortgage Loan (whether alone or together with one or
more other Pooled Mortgage Loans)), each Non-Trust Special Servicer (insofar as
the relevant matter involves a Non-Trust-Serviced Pooled Mortgage Loan (whether
alone or together with one or more other Pooled Mortgage Loans)), the
Controlling Class Representative and any and all Affiliates thereof, (ii) does
not have any direct financial interest in or any material indirect financial
interest in any of the Depositor, any Pooled Mortgage Loan Seller, either Master
Servicer, either Primary Servicer, any Special Servicer, the Certificate
Administrator, the Tax Administrator, the Trustee, the related Non-Trust Master
Servicer (insofar as the relevant matter involves a Non-Trust-Serviced Pooled
Mortgage Loan), the related Non-Trust Special Servicer (insofar as the relevant
matter involves a Non-Trust-Serviced Pooled Mortgage Loan), the Controlling
Class Representative or any Affiliate thereof, and (iii) is not connected with
the Depositor, any Pooled Mortgage Loan Seller, either Master Servicer, either
Primary Servicer, any Special Servicer, the Certificate Administrator, the Tax
Administrator, the Trustee, the related Non-Trust Master Servicer (insofar as
the relevant matter involves a Non-Trust-Serviced Pooled Mortgage Loan), the
related Non-Trust Special Servicer (insofar as the relevant matter involves a
Non-Trust-Serviced Pooled Mortgage Loan), the Controlling Class Representative
or any Affiliate thereof as an officer, employee, promoter, underwriter,
trustee, partner, director or Person performing similar functions; provided,
however, that a Person shall not fail to be Independent of the Depositor, any
Pooled Mortgage Loan Seller, either Master Servicer, either Primary Servicer,
any Special Servicer, the Trustee, the applicable Non-Trust Master Servicer, the
applicable Non-Trust Special Servicer, the Controlling Class Representative or
any Affiliate thereof merely because such Person is the beneficial owner of 1%
or less of any class of securities issued by the Depositor, such Pooled Mortgage
Loan Seller, such Master Servicer, such Primary Servicer, such Special Servicer,
the Trustee, such Non-Trust Master Servicer, such Non-Trust Special Servicer,
the Controlling Class Representative or any such Affiliate thereof, as the case
may be, provided that such ownership constitutes less than 1% of the total
assets owned by such Person.

          "Independent Contractor": (a) Any Person that would be an "independent
contractor" with respect to any REMIC Pool within the meaning of Section
856(d)(3) of the Code if such REMIC Pool were a real estate investment trust
(except that the ownership test set forth in 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 either Master
Servicer, any Special Servicer, the Trustee or the Trust,


                                      -30-



delivered to the Trustee), provided that (i) the Trust does not receive or
derive any income from such Person and (ii) the relationship between such Person
and the Trust is at arm's length, all within the meaning of Treasury Regulations
Section 1.856-4(b)(5); or (b) any other Person upon receipt by the Trustee of an
Opinion of Counsel, which shall be at no expense to the Trustee or the Trust, to
the effect that the taking of any action in respect of any Administered 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 Administered 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 Administered REO Property to fail to qualify
as Rents from Real Property.

          "Initial Pool Balance": The aggregate Cut-off Date Principal Balance
of all the Original Pooled Mortgage Loans.

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

          "Institutional Accredited Investor": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or any entity in which all of the equity owners come within such
paragraphs.

          "Insurance Policy": With respect to any Mortgage Loan or REO Property,
any hazard insurance policy, terrorism insurance policy, flood insurance policy,
title insurance policy, earthquake insurance policy, Environmental Insurance
Policy, business interruption insurance policy or other insurance policy that is
maintained from time to time in respect of such Mortgage Loan (or the related
Mortgaged Property) or such REO Property, as the case may be.

          "Insurance Proceeds": Proceeds paid under any Insurance Policy and
received by or on behalf of the Trustee, a Master Servicer, a Special Servicer
(including with respect to a Non-Trust-Serviced Pooled Mortgage Loan or any
related REO Property, any such proceeds remitted to the applicable Master
Servicer by the related Non-Trust Master Servicer or the related Non-Trust
Special Servicer pursuant to the related Mortgage Loan Group Intercreditor
Agreement and/or the related Non-Trust Servicing Agreement), to the extent such
proceeds are not applied to the restoration of the related Mortgaged Property or
REO Property (or placed in a reserve account for that purpose) or released to
the related Borrower or any other third-party pursuant to the terms of the
related Mortgage or lease, in accordance with the Servicing Standard.

          "Insured Environmental Event": As defined in Section 3.07(c).

          "Interest Accrual Basis": The basis on which interest accrues in
respect of any Mortgage Loan, any REMIC I Regular Interest, any REMIC II Regular
Interest, any REMIC III Certificate or any particular REMIC III Component of a
Class of Interest Only Certificates, in each case consisting of one of the
following: (i) a 30/360 Basis; or (ii) an Actual/360 Basis.

          "Interest Accrual Period": With respect to any REMIC I Regular
Interest, any REMIC II Regular Interest, any REMIC III Certificate or any
particular REMIC III Component of a Class of Interest Only Certificates, for any
Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs.

          "Interest Only Certificates": Collectively, the Class X-1, Class X-2
and Class X-W Certificates.

          "Interest Reserve Account": The segregated account (or sub-account of
the Distribution Account) created and maintained by the Certificate
Administrator on behalf of the Trustee, pursuant to Section 3.04(c), in trust
for the Certificateholders, which shall be entitled "Wells Fargo Bank, National
Association [or the name of any successor Certificate Administrator], as
Certificate Administrator, on behalf of LaSalle Bank National Association [or
the name of any successor Trustee], as Trustee, in trust for the registered
holders of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, 2006-PWR14, Interest Reserve Account".


                                      -31-



          "Interest Reserve Amount": With respect to each Pooled Mortgage Loan
that is an Interest Reserve Loan (or the related successor REO Pooled Mortgage
Loan), for any Distribution Date that occurs during February of 2007 or February
of any year thereafter or during January of 2007 or January of any year
thereafter that is not a leap year, an amount equal to one day's interest
accrued at the related Net Mortgage Rate on the related Stated Principal Balance
as of the end of the Collection Period related to such Distribution Date (or, in
the case of any Pooled Mortgage Loan for which the Due Date occurs on a day
other than the first day of each month, as of the Due Date in the month in which
such Distribution Date occurs), but prior to giving effect to the application of
any amounts due on the Due Date occurring in such Collection Period (or, in the
case of any Pooled Mortgage Loan for which the Due Date occurs on a day other
than the first day of each month, due on the Due Date in the month in which such
Distribution Date occurs), to the extent that a Monthly Payment is Received by
the Trust with respect to such Interest Reserve Loan for the related Due Date in
the same month as such Distribution Date on or before the related Master
Servicer Remittance Date or a P&I Advance is made under this Agreement with
respect to such Interest Reserve Loan by such Distribution Date. For purposes of
calculating Interest Reserve Amounts, the Net Mortgage Rate for each Interest
Reserve Loan shall be the Net Mortgage Rate in effect (including as a result of
any step-up provision) under the original terms of such Interest Reserve Loan in
effect as of the Closing Date, without regard to any modifications, extensions,
waivers or amendments of such Interest Reserve Loan subsequent to the Closing
Date (whether entered into by the applicable Master Servicer, the applicable
Special Servicer, the applicable Non-Trust Master Servicer or the applicable
Non-Trust Special Servicer or in connection with any bankruptcy, insolvency or
other similar proceeding involving the related Borrower).

          "Interest Reserve Loan": Any Pooled Mortgage Loan that is an
Actual/360 Mortgage Loan (or any successor REO Pooled Mortgage Loan with respect
thereto).

          "Investment Account": Each of the Collection Accounts, the Companion
Note Custodial Accounts, the Subordinate Note Custodial Accounts, the Servicing
Accounts, the Reserve Accounts, the REO Accounts, the Distribution Account, the
Interest Reserve Account and the Excess Liquidation Proceeds Account.

          "Investment Company Act": The Investment Company Act of 1940, as
amended.

          "Investment Grade Certificate": As of any date of determination, a
Certificate that is rated in one of the four highest generic rating categories
by at least one Rating Agency.

          "IRS": The Internal Revenue Service or any successor thereto.

          "Issue Price": With respect to each Class of Certificates, the "issue
price" as defined in the Code and Treasury regulations promulgated thereunder.

          "LaSalle": LaSalle Bank National Association or its successor in
interest.

          "Late Collections": (a) With respect to any Pooled Mortgage Loan, all
amounts Received by the Trust thereon during any Collection Period, whether as
payments, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or
otherwise, which (as applied under Section 1.03) represent collections of the
principal and/or interest portions of a Monthly Payment (other than a Balloon
Payment) or an Assumed Monthly Payment in respect of such Pooled Mortgage Loan
due or deemed due on a Due Date in a previous Collection Period (or, in the case
of any Pooled Mortgage Loan for which the Due Date occurs on a day other than
the first day of each month, due or deemed due on the Due Date in the calendar
month preceding the month in which such Collection Period ends) or on a Due Date
during or prior to the month of the Cut-off Date for such Pooled Mortgage Loan,
and not previously Received by the Trust; and (b) with respect to any REO Pooled
Mortgage Loan, all amounts Received by the Trust in connection with the related
REO Property during any Collection Period, whether as Insurance Proceeds,
Condemnation Proceeds, Liquidation Proceeds, REO Revenues or otherwise, which
(as applied under Section 1.03) represent collections of the principal and/or
interest portions of a Monthly Payment (other than a Balloon Payment) or an
Assumed Monthly Payment in respect of the predecessor Pooled Mortgage Loan or
the principal and/or interest portions of an Assumed Monthly Payment in respect
of such REO Pooled Mortgage Loan due or deemed due on a Due Date in a previous
Collection Period (or, in the case of any


                                      -32-



Pooled Mortgage Loan for which the Due Date occurs on a day other than the first
day of each month, due or deemed due on the Due Date in the calendar month
preceding the month in which such Collection Period ends) and not previously
Received by the Trust. Late Collections do not include Default Charges.

          "Latest Possible Maturity Date": With respect to any REMIC I Regular
Interest, any REMIC II Regular Interest or any REMIC III Certificate, the
"latest possible maturity date" thereof, calculated solely for purposes of
satisfying Treasury Regulations Section 1.860G-1(a)(4)(iii).

          "Letter of Credit": With respect to any Mortgage Loan, any third-party
letter of credit delivered by or at the direction of the related Borrower
pursuant to the terms of such Mortgage Loan in lieu of the establishment of, or
deposit otherwise required to be made into, a Reserve Fund or otherwise pledged
or assigned by the related Borrower as Additional Collateral.

          "Liquidation Event": (a) 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 or replaced by a Pooled Mortgage Loan Seller pursuant to the
related Pooled Mortgage Loan Purchase Agreement, as contemplated by Section
2.03, (iv) such Mortgage Loan is purchased by the Special Servicer, the Majority
Controlling Class Certificateholder(s) or any assignee of either of them
pursuant to Section 3.18, (v) such Mortgage Loan is purchased by any Controlling
Class Certificateholder(s), a Master Servicer or the Special Servicer pursuant
to Section 9.01, (vi) such Mortgage Loan is acquired by the Sole
Certificateholder(s) in exchange for all of the Certificates pursuant to Section
9.01, (vii) in the case of any Pooled Mortgage Loan that is included in a
Mortgage Loan Group that includes one or more Non-Pooled Mortgage Loans, such
Mortgage Loan is acquired by a related Non-Pooled Mortgage Loan Noteholder
pursuant to the related Mortgage Loan Group Intercreditor Agreement, (viii) such
Mortgage Loan is paid off or purchased by the holder of a related mezzanine loan
or another creditor of the Borrower in connection with a Mortgage Loan default,
if so permitted and set forth in the related intercreditor agreement, or (ix) in
the case of a Non-Trust-Serviced Pooled Mortgage Loan, such Mortgage Loan is
purchased by a holder of a purchase option with respect thereto pursuant to the
related Non-Trust Servicing Agreement and/or the related Mortgage Loan Group
Intercreditor Agreement; and (b) with respect to any REO Property (and the
related REO Mortgage Loan), any of the following events: (i) a Final Recovery
Determination is made with respect to such REO Property, (ii) such REO Property
is repurchased or replaced by a Pooled Mortgage Loan Seller pursuant to the
related Pooled Mortgage Loan Purchase Agreement, as contemplated by Section
2.03, (iii) such REO Property is purchased by a Master Servicer, the General
Special Servicer or any Controlling Class Certificateholder(s) pursuant to
Section 9.01, or (iv) such REO Property is acquired by the Sole
Certificateholder(s) in exchange for all of the Certificates pursuant to Section
9.01.

          "Liquidation Expenses": All customary, reasonable and necessary
"out-of-pocket" costs and expenses due and owing (but not otherwise covered by
Servicing Advances) in connection with the liquidation of any Specially Serviced
Mortgage Loan or REO Property pursuant to Section 3.09 or Section 3.18
(including legal fees and expenses, committee or referee fees and, if
applicable, brokerage commissions and conveyance taxes).

          "Liquidation Fee": The fee designated as such in, and payable to the
applicable Special Servicer in connection with certain events in respect of a
Specially Serviced Mortgage Loan or an REO Property pursuant to, Section
3.11(c).

          "Liquidation Fee Rate": With respect to each Specially Serviced
Mortgage Loan or REO Property as to which a Liquidation Fee is payable, 1.0%.

          "Liquidation Proceeds": All cash amounts (other than Insurance
Proceeds, Condemnation Proceeds and REO Revenues) Received by the Trust in
connection with: (i) the liquidation of a Mortgaged Property, REO Property or
other collateral constituting security for a defaulted Mortgage Loan, through
trustee's sale, foreclosure sale, REO Disposition or otherwise, exclusive of any
portion thereof required to be released to the related Borrower in accordance
with applicable law and/or the terms and conditions of the related Mortgage Note
and Mortgage; (ii) the realization upon any deficiency judgment obtained against
a Borrower; (iii) the purchase of a Specially Designated Defaulted Pooled


                                      -33-



Mortgage Loan by the Special Servicer, the Majority Controlling Class
Certificateholder(s) or any assignee of either of them pursuant to Section 3.18;
(iv) the repurchase or replacement of a Pooled Mortgage Loan or REO Property by
a Pooled Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan
Purchase Agreement as contemplated by Section 2.03 of this Agreement; (v) the
purchase of a Pooled Mortgage Loan or REO Property by a Master Servicer, a
Special Servicer and/or any Controlling Class Certificateholder(s) pursuant to
Section 9.01; (vi) the acquisition of any Pooled Mortgage Loan or REO Property
by the Sole Certificateholder(s) in exchange for all the Certificates pursuant
to Section 9.01; (vii) the purchase of a Pooled Mortgage Loan included in a
Mortgage Loan Group that includes one or more Non-Pooled Subordinate Loans by a
related Non-Pooled Subordinate Noteholder pursuant to the related Mortgage Loan
Group Intercreditor Agreement, (viii) the purchase of a Non-Trust-Serviced
Pooled Mortgage Loan by any holder of a purchase option with respect thereto
pursuant to the related Non-Trust Servicing Agreement and/or the related
Mortgage Loan Group Intercreditor Agreement; or (ix) the payoff or purchase of a
Pooled Mortgage Loan or REO Property by the holder of a related mezzanine loan
or another creditor of the Borrower in connection with a Mortgage Loan default,
if so permitted and set forth in the related intercreditor agreement.

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

          "Loan Group 1": Collectively, all of the Pooled Mortgage Loans for
which the designation "Group 1" appears opposite such respective Pooled Mortgage
Loans on the Pooled Mortgage Loan Schedule and any successor REO Pooled Mortgage
Loans with respect thereto.

          "Loan Group 2": Collectively, all of the Pooled Mortgage Loans for
which the designation "Group 2" appears opposite such respective Pooled Mortgage
Loans on the Pooled Mortgage Loan Schedule and any successor REO Pooled Mortgage
Loans with respect thereto.

          "Loan Specific Special Servicer": With respect to the South Bay
Galleria Loan Group and any related REO Properties, the South Bay Galleria
Special Servicer.

          "Majority Controlling Class Certificateholder(s)": As of any date of
determination, any single Holder or group of Holders of Certificates
representing a majority of the Voting Rights allocated to the Class of Principal
Balance Certificates that constitutes, or the Classes of Principal Balance
Certificates that constitute, the Controlling Class as of such date of
determination.

          "Master Servicer": With respect to any Mortgage Loan and any REO
Property acquired in respect thereof, either (a) if such Mortgage Loan is a PMCF
Pooled Mortgage Loan, PAR, or any successor thereto (as master servicer)
appointed as provided herein, or (b) if such Mortgage Loan is a BSCMI Pooled
Mortgage Loan, a PCF Pooled Mortgage Loan, a PCFII Pooled Mortgage Loan, a WFB
Pooled Mortgage Loan or a Nationwide Pooled Mortgage Loan, WFB, or any successor
thereto (as master servicer) appointed as provided herein. Any reference herein
to a "Master Servicer" hereunder (including Articles VI and VII hereof) shall,
if such Master Servicer is the one described by clause (a) of this definition,
also be construed to refer to the Servicer Report Administrator to the extent of
the rights granted to and obligations imposed on the Servicer Report
Administrator under this Agreement.

          "Master Servicer Remittance Amount": With respect to either Master
Servicer for any Master Servicer Remittance Date, an amount equal to (a) all
amounts on deposit in such Master Servicer's Collection Account as of 11:00
a.m., New York City time, on such Master Servicer Remittance Date, net of (b)
any portion of the amounts described in clause (a) of this definition that
represents one or more of the following: (i) collected Monthly Payments with
respect to any Pooled Mortgage Loan that are due on a Due Date following the end
of the related Collection Period (other than, in the case of any Pooled Mortgage
Loan for which the Due Date is on the 2nd, 3rd, 4th or 5th day of each month and
such day in the current month happens to be later than the end of such related
Collection Period, in which case such collected Monthly Payment shall not be
withheld until the following month as otherwise contemplated by this clause
(i)), (ii) to the extent not covered by clause (i) above, any payments of
principal (including Principal Prepayments) and interest (including Post-ARD
Additional Interest), Insurance Proceeds, Condemnation Proceeds and Liquidation
Proceeds Received by the Trust with respect to any Pooled Mortgage Loan or REO
Property after the end of the related Collection


                                      -34-



Period, (iii) any Prepayment Premiums and/or Yield Maintenance Charges Received
by the Trust with respect to any Pooled Mortgage Loan or successor REO Pooled
Mortgage Loan with respect thereto after the end of the related Collection
Period, (iv) any Excess Liquidation Proceeds, (v) any amounts payable or
reimbursable to any Person from such Collection Account pursuant to clauses (ii)
through (xxi) of Section 3.05(a), and (vi) any amounts deposited in such
Collection Account in error; provided that the Master Servicer Remittance Amount
with respect to each Master Servicer for the Master Servicer Remittance Date
that occurs in the same calendar month as the anticipated Final Distribution
Date shall be calculated without regard to clauses (b)(i), (b)(ii), (b)(iii) and
(b)(iv) of this definition and provided, further, however, that the foregoing
provisions of this definition shall be construed in a manner that is consistent
with Section 3.02(d).

          "Master Servicer Remittance Date": The Business Day immediately
preceding each Distribution Date.

          "Master Servicing Fee": With respect to each Mortgage Loan (and any
successor REO Mortgage Loan with respect thereto), the fee designated as such
and payable to the applicable Master Servicer pursuant to Section 3.11(a). The
Master Servicing Fee for each Serviced Mortgage Loan includes the monthly fees
payable to any applicable primary servicer or subservicer engaged by the
applicable Master Servicer and such Master Servicer shall pay such fees to such
primary servicer or subservicer in accordance with the terms of the applicable
Primary Servicing Agreement or Subservicing Agreement.

          "Master Servicing Fee Rate": With respect to (i) each Pooled Mortgage
Loan (other than the Non-Trust-Serviced Mortgage Loan) and any successor REO
Pooled Mortgage Loan with respect thereto, a rate per annum equal to (a) the
rate per annum specified as the "Administrative Fee Rate" on the Pooled Mortgage
Loan Schedule, minus (b) the sum of (x) the Servicer Report Administrator Fee
Rate, (y) the Trustee Fee Rate and (z) the Certificate Administrator Fee Rate;
(ii) the South Bay Galleria Non-Pooled Subordinate Loan, a rate per annum equal
to zero basis points (0.0%); and (iv) The Tower Non-Pooled Mortgage Loan, a rate
per annum equal to zero basis points (0.0%). The parties acknowledge that the
Master Servicing Fee Rate for each Serviced Mortgage Loan includes the rate at
which applicable primary and sub-servicing fees accrue; therefore, if the Master
Servicing Fee Rate is zero, there is no primary or subservicing fee that may be
paid on such mortgage loan.

          "Material Breach": With respect to any Pooled Mortgage Loan, any
Breach that materially and adversely affects the interests of the
Certificateholders, or any of them, with respect to the affected Pooled Mortgage
Loan, including but not limited to a material and adverse effect on any of the
distributions payable with respect to any of the Certificates or on the value of
such Certificates.

          "Material Document Defect": With respect to any Pooled Mortgage Loan,
any Document Defect that materially and adversely affects the interests of the
Certificateholders, or any of them, with respect to the affected Pooled Mortgage
Loan, including but not limited to a material and adverse effect on any of the
distributions payable with respect to any of the Certificates or on the value of
such Certificates. Notwithstanding the foregoing, the absence of a Specially
Designated Mortgage Loan Document following the date on which such Specially
Designated Mortgage Loan Document is required to be delivered to the Trustee as
described in Section 2.01(d) shall also constitute a Material Document Defect.

          "MERS": Mortgage Electronic Registration Systems, Inc.

          "Modified Mortgage Loan": Any Pooled Mortgage Loan as to which any
Servicing Transfer Event has occurred and which has been modified by the
applicable Special Servicer pursuant to Section 3.20 in a manner that:

               (a) materially affects the amount or timing of any payment of
     principal or interest due thereon (other than, or in addition to, bringing
     Monthly Payments current with respect to such Pooled Mortgage Loan);

               (b) except as expressly contemplated by the related Mortgage Loan
     Documents, results in a release of the lien of the Mortgage on any material
     portion of the related Mortgaged Property without a


                                      -35-



     corresponding Principal Prepayment in an amount, or the delivery of
     substitute real property collateral with a fair market value (as is), that
     is not less than the fair market value (as is) of the property to be
     released, as determined by an Appraisal delivered to the applicable Special
     Servicer (at the expense of the related Borrower and upon which such
     Special Servicer may conclusively rely); or

               (c) in the reasonable judgment of the Special Servicer, otherwise
     materially impairs the security for such Pooled Mortgage Loan or materially
     reduces the likelihood of timely payment of amounts due thereon.

          "Monthly Payment": With respect to any Mortgage Loan, as of any Due
Date, the scheduled monthly debt service payment (or, in the case of an ARD
Mortgage Loan after its Anticipated Repayment Date, the minimum monthly debt
service payment required to be paid on a current basis) on such Mortgage Loan
that is actually payable by the related Borrower from time to time under the
terms of the related Mortgage Note (as such terms may be changed or modified in
connection with a bankruptcy or similar proceeding involving the related
Borrower or by reason of a modification, extension, waiver or amendment granted
or agreed to by the applicable Master Servicer or the applicable Special
Servicer pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced
Pooled Mortgage Loan, by the related Non-Trust Master Servicer or the related
Non-Trust Special Servicer pursuant to the relevant Non-Trust Servicing
Agreement)), including any Balloon Payment payable in respect of such Mortgage
Loan on such Due Date; provided that the Monthly Payment due in respect of any
Mortgage Loan shall not include Default Interest; and provided, further, that
the Monthly Payment due in respect of any ARD Mortgage Loan after its
Anticipated Repayment Date shall not include Additional Interest.

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

          "Mortgage": With respect to any Mortgage Loan, separately and
collectively, as the context may require, each mortgage, deed of trust, deed to
secure debt or similar document that secures the related Mortgage Note and
creates a lien on the related Mortgaged Property.

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

               (i) the original executed Mortgage Note, endorsed (either on the
     face thereof or pursuant to a separate allonge) "Pay to the order of
     LaSalle Bank National Association, as Trustee for the registered holders of
     Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
     Pass-Through Certificates, 2006-PWR14, without recourse, representation or
     warranty" or in blank, and further showing a complete, unbroken chain of
     endorsement from the originator; or alternatively, if the original executed
     Mortgage Note has been lost, a lost note affidavit and indemnity with a
     copy of such Mortgage Note;

               (ii) an original or a copy of the Mortgage, together with
     originals or copies of any and all intervening assignments thereof prior to
     the assignment to the Trustee, in each case (unless the particular item has
     been delivered to but not returned from the applicable recording office)
     with evidence of recording indicated thereon; provided that if the original
     (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, a copy) of
     the Mortgage cannot be delivered with evidence of recording thereon on or
     prior to the 90th day following the Closing Date because of a delay caused
     by the public recording office where such original Mortgage has been
     delivered for recordation, or because the public recording office retains
     the original or because such original Mortgage has been lost, there shall
     be delivered to the Trustee or a Custodian on its behalf a true and correct
     copy of such Mortgage, together with (A) in the case of a delay caused by
     the public recording office, an Officer's


                                      -36-



     Certificate of the applicable Pooled Mortgage Loan Seller or a statement
     from the title agent to the effect that such original Mortgage has been
     sent to the appropriate public recording official for recordation or (B) in
     the case of an original Mortgage that has been lost after recordation or
     retained by the appropriate public recording office, a certification by the
     appropriate county recording office where such Mortgage is recorded that
     such copy is a true and complete copy of the original recorded Mortgage;

               (iii) the original or a copy of any related Assignment of Leases
     (if any such item is a document separate from the Mortgage) and, if
     applicable, the originals or copies of any intervening assignments thereof
     showing a complete chain of assignment from the originator of the Mortgage
     Loan to the most recent assignee of record thereof prior to the Trustee
     (which, in the case of each related Mortgage that has been recorded in the
     name of MERS or its designee (each such Mortgage a "Designated MERS
     Mortgage"), may be MERS), if any, in each case (unless the particular item
     has not been returned from the applicable recording office) with evidence
     of recording thereon;

               (iv) except in the case of a Non-Trust-Serviced Pooled Mortgage
     Loan, an original executed assignment, in recordable form (except for
     recording information not yet available if the instrument being assigned
     has not been returned from the applicable recording office), of (A) the
     Mortgage and (B) any related Assignment of Leases (if such item is a
     document separate from the Mortgage), in favor of "LaSalle Bank National
     Association, in its capacity as Trustee for the registered holders of Bear
     Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
     Pass-Through Certificates, Series 2006-PWR14" or, in the case of any Pooled
     Mortgage Loan included in a Serviced Mortgage Loan Group, in favor of
     "LaSalle Bank National Association, in its capacity as Trustee for the
     registered holders of Bear Stearns Commercial Mortgage Securities Inc.,
     Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14, and in
     its capacity as lead lender on behalf of ['the Non-Pooled Mortgage Loan
     Noteholder(s) secured by the [insert name of mortgaged property]" (or, in
     each case, a copy thereof, certified to be the copy of such assignment
     submitted for recording); provided, however, that, if the related Mortgage
     is a Designated MERS Mortgage, no assignment of Mortgage or any related
     Assignment of Leases in favor of the Trustee will be required to be
     prepared or delivered and instead, the related Pooled Mortgage Loan Seller
     shall take all actions as are necessary to cause the Trustee to be shown
     as, and the Trustee shall take all actions necessary to confirm (and shall
     place into the Mortgage File such confirmation in writing from MERS) that
     it is shown as, the sole owner of the related Mortgage and any related
     Assignment of Leases on the records of MERS for purposes of the system of
     recording transfers of beneficial ownership of mortgages maintained by
     MERS; provided, further, in the event that MERS is unable to foreclose on
     any Mortgaged Property or to take any action as authorized in the related
     Mortgage, the Master Servicer or the Special Servicer, as applicable, shall
     use its commercially reasonable efforts to take action as it may deem in
     reasonable judgment exercised in accordance with the Servicing Standard to
     cause such assignments as are necessary to effectuate a transfer of the
     relevant documents from MERS to the Trustee on behalf of the Trust
     (provided that the Master Servicer or the Special Servicer, as the case may
     be, shall take no such action if such action shall (x) cause either the
     Master Servicer or the Special Servicer, as the case may be, to violate the
     Servicing Standard, (y) expose the Master Servicer or the Special Servicer,
     as the case may be, or their officers, directors, employees or agents to
     any claim, suit or liability outside the scope of ordinary creditor's
     rights litigation (for which the Master Servicer and Special Servicer are
     indemnified hereunder), or (z) expand materially the scope of the Master
     Servicer's or the Special Servicer's responsibilities under this
     Agreement), and the Trustee shall take all actions as are necessary to
     confirm that the Trustee on behalf of the Trust is the owner of the related
     Mortgage;

               (v) an original or a copy of any related Security Agreement (if
     such item is a document separate from the Mortgage) and, if applicable, the
     originals or copies of any intervening assignments thereof showing a
     complete chain of assignment from the originator of the Mortgage Loan to
     the most recent assignee of record thereof prior to the Trustee (which, in
     the case of a Designated MERS Mortgage, may be MERS), if any;

               (vi) except in the case of a Non-Trust-Serviced Pooled Mortgage
     Loan, an original assignment of any related Security Agreement (if such
     item is a document separate from the Mortgage) executed


                                      -37-



     by the most recent assignee of record thereof prior to the Trustee or, if
     none, by the originator, in favor of "LaSalle Bank National Association, in
     its capacity as Trustee for the registered holders of Bear Stearns
     Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
     Certificates, Series 2006-PWR14" (or, in the case of any Pooled Mortgage
     Loan included in a Serviced Mortgage Loan Group, in favor of "LaSalle Bank
     National Association, in its capacity as Trustee for the registered holders
     of Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
     Pass-Through Certificates, Series 2006-PWR14, and in its capacity as lead
     lender on behalf of ['the Non-Pooled Mortgage Loan Noteholder(s) secured by
     the [insert name of mortgaged property]", which assignment may (in any
     case) be included as part of the corresponding assignment of Mortgage
     referred to in clause (iv) above; provided, however, that, if the related
     Mortgage is a Designated MERS Mortgage, no assignment of a related Security
     Agreement in favor of the Trustee will be required to be prepared or
     delivered and instead, the related Pooled Mortgage Loan Seller shall take
     all actions as are necessary to cause the Trustee to be shown as, and the
     Trustee shall take all actions necessary to confirm (and shall place into
     the Mortgage File such confirmation in writing from MERS) that it is shown
     as, the sole owner of the related Mortgage on the records of MERS for
     purposes of the system of recording transfers of beneficial ownership of
     mortgages maintained by MERS;

               (vii) originals or copies of any assumption, modification,
     written assurance, consolidation, extension and substitution agreements, if
     any, with evidence of recording thereon if the applicable document or
     instrument being modified or assumed, was recorded (unless the particular
     item has not been returned from the applicable recording office), in those
     instances where the terms or provisions of the Mortgage, Mortgage Note or
     any related security document have been materially modified or the Mortgage
     Loan has been assumed;

               (viii) the original or a copy of the policy or certificate of
     lender's title insurance issued in connection with such Mortgage Loan (or,
     if the policy has not yet been issued, an original or copy of a written
     commitment "marked-up" at the closing of such Mortgage Loan, interim binder
     or the pro forma title insurance policy, in each case evidencing a binding
     commitment to issue such policy);

               (ix) (A) filed copies (with evidence of filing) of any prior
     effective UCC Financing Statements in favor of the originator of such
     Mortgage Loan or in favor of any assignee prior to the Trustee (but only to
     the extent the related Pooled Mortgage Loan Seller had possession of such
     UCC Financing Statements prior to the Closing Date) and (B) except in the
     case of a Non-Trust-Serviced Pooled Mortgage Loan, an original assignment
     thereof, in form suitable for filing, in favor of "LaSalle Bank National
     Association, in its capacity as Trustee for the registered holders of Bear
     Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
     Pass-Through Certificates, 2006-PWR14" or, in the case of any Pooled
     Mortgage Loan included in a Serviced Mortgage Loan Group, in favor of
     "LaSalle Bank National Association, in its capacity as Trustee for the
     registered holders of Bear Stearns Commercial Mortgage Securities Inc.,
     Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14, and in
     its capacity as lead lender on behalf of ['the Non-Pooled Mortgage Loan
     Noteholder(s) secured by the [insert name of mortgaged property]";
     provided, however, that if the related Mortgage is a Designated MERS
     Mortgage, no UCC Financing Statement in favor of the Trustee will be
     required to be prepared or delivered and instead, the related Pooled
     Mortgage Loan Seller shall take all actions as are necessary to cause the
     Trustee to be shown as, and the Trustee shall take all actions necessary to
     confirm (and shall place into the Mortgage File such confirmation in
     writing from MERS) that it is shown as, for purposes of the system of
     recording transfers of beneficial ownership of mortgages maintained by
     MERS, the sole owner of any related UCC Financing Statements on record with
     the applicable filing office;

               (x) if a material portion of the interest of the Borrower in the
     related Mortgaged Property consists of a leasehold interest, the original
     or a copy of the Ground Lease relating to such Mortgage Loan, together with
     a notice to the related ground lessor of the transfer of the Mortgage Loan
     to the Trust or the Trustee on its behalf;

               (xi) except in the case of a Non-Trust-Serviced Pooled Mortgage
     Loan, any original documents not otherwise described in the preceding
     clauses of this definition relating to, evidencing or


                                      -38-



     constituting Additional Collateral (except that, in the case of such
     documents, if any, that are in the form of a Letter of Credit, either (x)
     the "Mortgage File" shall initially contain the original of such Letter of
     Credit (and a copy of such Letter of Credit shall initially be delivered to
     the applicable Master Servicer) and, thereafter, such original shall be
     delivered to the applicable Master Servicer (with a copy of such Letter of
     Credit to be maintained by the Trustee) with reasonable promptness
     following request in connection with the applicable Master Servicer's
     performance of its duties hereunder, or (y) the "Mortgage File" shall
     initially contain a copy of such Letter of Credit and the original of such
     Letter of Credit shall initially be delivered to the applicable Master
     Servicer (or a Primary Servicer on its behalf) and, thereafter, such
     original shall be maintained by such Master Servicer (or a Primary Servicer
     on its behalf)) and, if applicable, the originals or copies of any
     intervening assignments thereof;

               (xii) an original or a copy of the loan agreement, if any,
     related to such Mortgage Loan;

               (xiii) an original or a copy of the related guaranty of payment
     under such Mortgage Loan, if any;

               (xiv) an original or a copy of the lock-box agreement or cash
     management agreement relating to such Mortgage Loan, if any;

               (xv) an original or a copy of the environmental indemnity from
     the related Borrower or other party, if any;

               (xvi) an original or a copy of any intercreditor agreement or
     similar agreement relating to such Mortgage Loan (including, in the case of
     each Pooled Mortgage Loan that is included in a Mortgage Loan Group, the
     related Mortgage Loan Group Intercreditor Agreement);

               (xvii) an original or a copy of any management agreement with
     respect to the related Mortgaged Property if the manager thereunder is not
     an Affiliate of the Borrower and the initial Stated Principal Balance of
     such Mortgage Loan is greater than $20,000,000;

               (xviii) an original or a copy of any master operating lease with
     respect to the related Mortgaged Property;

               (xix) an original or a copy of any related Environmental
     Insurance Policy;

               (xx) if the related Mortgaged Property is a hospitality property
     that is subject to a franchise or similar arrangement, (a) an original or a
     copy of any franchise or similar agreement and (b) either (i) a signed copy
     of the comfort letter delivered by the franchisor or similar person for the
     benefit of the holder of the Mortgage Loan in connection with the Pooled
     Mortgage Loan Seller's origination or acquisition of the Mortgage Loan,
     together with such instrument(s) of notice or transfer (if any) as are
     necessary to transfer or assign to the Trust or the Trustee the benefits of
     such comfort letter, or (ii) a copy of the comfort letter delivered by the
     franchisor or similar person for the benefit of the holder of the Mortgage
     Loan in connection with such origination or acquisition of the Mortgage
     Loan, together with a signed copy or a fax copy of a new comfort letter (in
     substantially the same form and substance as the comfort letter delivered
     in connection with such origination or acquisition) by the franchisor or
     similar person for the benefit of the Trust or the Trustee (and, if a fax
     copy of a new comfort letter is delivered, then the original copy shall be
     included in the "Mortgage File" promptly following receipt thereof by the
     related Pooled Mortgage Loan Seller); and

               (xxi) a checklist (a "Mortgage File Checklist") of the applicable
     documents described above and delivered in connection with the origination
     of such Mortgage Loan (which checklist may be in a reasonable form selected
     by the related Pooled Mortgage Loan Seller);

provided, however, that (A) whenever the term "Mortgage File" is used to refer
to documents actually received by the


                                      -39-



Trustee or by a Custodian on its behalf, such term shall not be deemed to
include such documents required to be included therein unless they are actually
so received, and with respect to any receipt or certification by the Trustee or
a Custodian on its behalf for documents described in clauses (vi), (vii) and
(ix) through (xx) of this definition, shall be deemed to include such documents
only to the extent the Trustee or a Custodian on its behalf has actual knowledge
of their existence (and the Trustee or such Custodian, as the case may be, shall
be deemed to have actual knowledge of the existence of any document listed on
the related Mortgage File Checklist); (B) the "Mortgage File" for each Pooled
Mortgage Loan that is included in a Serviced Mortgage Loan Group shall include a
photocopy of the executed Mortgage Note for each Serviced Non-Pooled Mortgage
Loan that is included in such Serviced Mortgage Loan Group; (C) all the
documents in the "Mortgage File" for each Pooled Mortgage Loan included in a
Serviced Mortgage Loan Group (other than the Mortgage Note for such Pooled
Mortgage Loan and any allonges thereto) shall be deemed to be contained in the
"Mortgage File" for each Serviced Non-Pooled Mortgage Loan that is included in
such Serviced Mortgage Loan Group (without additional copies) and references
herein to the "Mortgage File" for each such Serviced Non-Pooled Mortgage Loan
shall be construed in accordance with this statement; and (D) the "Mortgage
File" for a Non-Trust-Serviced Pooled Mortgage Loan shall also include a copy of
the related Non-Trust Servicing Agreement in effect as of the Closing Date and
photocopies of all transfer documents comparable to those documents described in
clauses (iv), (vi) and (ix)(B) of this definition (originals of which were
delivered to the applicable trustee under the related Non-Trust Servicing
Agreement).

          "Mortgage File Checklist": As defined in clause (xxi) of the
definition of "Mortgage File".

          "Mortgage Loan": Any Pooled Mortgage Loan or Non-Pooled Mortgage Loan.
As used herein, the term "Mortgage Loan" includes the related Mortgage Loan
Documents.

          "Mortgage Loan Documents": With respect to any Mortgage Loan, the
documents included or required to be included, as the context may require, in
the related Mortgage File and Servicing File.

          "Mortgage Loan Group": Each of the South Bay Galleria Loan Group and
The Tower Loan Group, as applicable.

          "Mortgage Loan Group Intercreditor Agreement": Each of the South Bay
Galleria Intercreditor Agreement and The Tower Intercreditor Agreement, as
applicable.

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

          "Mortgage Pool": All of the Pooled Mortgage Loans and any successor
REO Pooled Mortgage Loans, collectively, as of any particular date of
determination.

          "Mortgage Rate": With respect to each Mortgage Loan (and any successor
REO Mortgage Loan with respect thereto), the related 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, as such rate may be modified in accordance with Section 3.20
(or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, by the relevant
Non-Trust Master Servicer or the relevant Non-Trust Special Servicer in
accordance with the applicable Non-Trust Servicing Agreement) or in connection
with a bankruptcy, insolvency or similar proceeding involving the related
Borrower. In the case of each ARD Mortgage Loan, the related Mortgage Rate shall
increase in accordance with the related Mortgage Note if the particular loan is
not paid in full by its Anticipated Repayment Date. Notwithstanding any contrary
provision of the foregoing, in the case of each Closing Date Deposit Mortgage
Loan, the "Mortgage Rate" for the month in which the Closing Date occurs shall
be deemed to be equal to the Mortgage Rate that is scheduled to be in effect on
the first day of the first calendar month that follows the Closing Date (and
such Mortgage Rate that is scheduled to be in effect on the first day of the
first calendar month that follows the Closing Date shall be set forth on the
Pooled Mortgage Loan Schedule as if it were the applicable rate that is in
effect on the Closing Date).


                                      -40-



          "Mortgaged Property": Individually and collectively, as the context
may require, each real property (together with all improvements and fixtures
thereon) subject to the lien of a Mortgage and constituting collateral for a
Mortgage Loan. With respect to any Cross-Collateralized Mortgage Loan, if and
when the context may require, "Mortgaged Property" shall mean, collectively, all
the mortgaged real properties (together with all improvements and fixtures
thereon) securing the relevant Cross-Collateralized Group.

          "Mortgagee": The holder of legal title to any Mortgage Loan, together
with any third parties through which such holder takes actions with respect to
such Mortgage Loan.

          "Nationwide": Nationwide Life Insurance Company, or its successor in
interest.

          "Nationwide Pooled Mortgage Loan": Any Pooled Mortgage Loan that is
either an Original Nationwide Pooled Mortgage Loan or a Replacement Pooled
Mortgage Loan that was delivered under the Nationwide Pooled Mortgage Loan
Purchase Agreement in substitution for an Original Nationwide Pooled Mortgage
Loan.

          "Nationwide Pooled Mortgage Loan Purchase Agreement": That certain
Pooled Mortgage Loan Purchase Agreement dated as of December 6, 2006, between
Nationwide as seller and the Depositor as purchaser.

          "Nationwide Primary Servicing Agreement": That certain primary
servicing agreement dated as of December 1, 2006, between WFB, as the applicable
Master Servicer for the Nationwide Pooled Mortgage Loans, and Nationwide, as
primary servicer, relating to the primary servicing and administration of the
Nationwide Pooled Mortgage Loans.

          "Net Aggregate Prepayment Interest Shortfall": With respect to any
Distribution Date, the amount, if any, by which (a) the aggregate of all
Prepayment Interest Shortfalls incurred in connection with the receipt of
Principal Prepayments (and prepayment resulting from the receipt of Insurance
Proceeds or Condemnation Proceeds) on the Pooled Mortgage Loans during the
related Collection Period, exceeds (b) the aggregate amount of the Compensating
Interest Payments remitted by the Master Servicers pursuant to Section 3.19(c)
on the Master Servicer Remittance Date related to such Distribution Date.

          "Net Cash Flow": With respect to any Mortgaged Property, the total
operating revenues derived from such Mortgaged Property, minus the total fixed
and variable operating expenses, capital expenditures such as reserves,
tenant improvements and leasing commissions, incurred in respect of such
Mortgaged Property (subject to adjustments for, among other things, (i) non-cash
items such as depreciation and amortization, and (ii) debt service on loans
secured by the Mortgaged Property).

          "Net Default Charges": With respect to any Pooled Mortgage Loan or
successor REO Pooled Mortgage Loan, the Default Charges referred to in clause
third of Section 3.26(a), which are payable to the applicable Master Servicer
as Additional Master Servicing Compensation or the applicable Special Servicer
as Additional Special Servicing Compensation.

          "Net Investment Earnings": With respect to any Investment Account for
any Collection Period, the amount, if any, by which the aggregate of all
interest and other income realized during such Collection Period on funds held
in such Investment Account (exclusive, in the case of a Servicing Account, a
Reserve Account or the Defeasance Deposit Account, of any portion of such
interest or other income payable to a Borrower in accordance with the related
Mortgage Loan Documents and applicable law), exceeds the aggregate of all losses
and costs, if any, incurred during such Collection Period in connection with the
investment of such funds in accordance with Section 3.06 (exclusive, in the case
of a Servicing Account, a Reserve Account or the Defeasance Deposit Account, of
any portion of such losses that were incurred in connection with investments
made for the benefit of a Borrower).

          "Net Investment Loss": With respect to any Investment Account for any
Collection Period, the amount by which the aggregate of all losses, if any,
incurred during such Collection Period in connection with the investment of


                                      -41-



funds held in such Investment Account for the benefit of a Master Servicer, a
Special Servicer or the Certificate Administrator, as applicable, in accordance
with Section 3.06 (exclusive, in the case of a Servicing Account, a Reserve
Account or the Defeasance Deposit Account, of any portion of such losses that
were incurred in connection with investments made for the benefit of a Borrower,
and other than losses of what would otherwise have constituted interest or other
income earned on such funds), exceeds the aggregate of all interest and other
income realized during such Collection Period in connection with the investment
of such funds for the benefit of such Master Servicer, such Special Servicer or
the Certificate Administrator, as applicable, in accordance with Section 3.06;
provided that, in the case of any Investment Account and any particular
investment of funds in such Investment Account, Net Investment Loss shall not
include any loss with respect to such investment which is incurred solely as a
result of the insolvency of the federal or state chartered depositary
institution or trust company at which such Investment Account is maintained, so
long as such depositary institution or trust company (a) satisfied the
qualifications set forth in the definition of "Eligible Account" both at the
time such investment was made and as of a date not more than 30 days prior to
the date of such loss and (b) is not the same Person as the Person that made the
relevant investment.

          "Net Liquidation Proceeds": The excess, if any, of all Liquidation
Proceeds Received by the Trust with respect to any particular Specially Serviced
Mortgage Loan or Administered REO Property, over the amount of all Liquidation
Expenses incurred with respect thereto and all related Servicing Advances
reimbursable therefrom.

          "Net Mortgage Rate": With respect to (i) any Pooled Mortgage Loan (or
any successor REO Pooled Mortgage Loan with respect thereto), the rate per annum
equal to (a) the related Mortgage Rate minus (b) the related Administrative Fee
Rate and, in the case of an ARD Mortgage Loan after its Anticipated Repayment
Date, the related Post-ARD Additional Interest Rate, and (ii) the Serviced
Non-Pooled Mortgage Loans (or any successor REO Mortgage Loan with respect
thereto), the rate per annum equal to (a) the related Mortgage Rate minus (b)
the related Master Servicing Fee Rate.

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

          "Non-Pooled Mortgage Loan": Any mortgage loans (if any), other than a
Pooled Mortgage Loan, that is part of a split loan structure that includes a
Pooled Mortgage Loan as identified in the Preliminary Statement hereto (whether
or not such split loan structure is principally serviced and administered under
this Agreement). Only the South Bay Galleria Non-Pooled Subordinate Loan and The
Tower Non-Pooled Mortgage Loan constitute Non-Pooled Mortgage Loans under this
Agreement.

          "Non-Pooled Mortgage Loan Noteholder": The holder of the promissory
note evidencing any Non-Pooled Mortgage Loan.

          "Non-Pooled Pari Passu Companion Loan": Any Non-Pooled Mortgage Loan
that is secured by the same Mortgage encumbering the same Mortgaged Property as
the one encumbering a Pooled Mortgage Loan, is pari passu in right of payment
with such Pooled Mortgage Loan. The Non- Pooled Pari Passu Companion Loans are
not "Pooled Mortgage Loans" or part of the Trust Fund, any REMIC Pool or either
Grantor Trust Pool. For the avoidance of doubt, The Tower Non-Pooled Mortgage
Loan will constitute a Non-Pooled Pari Passu Companion Loan from and after the
date (if any) when The Tower Non-Pooled Mortgage Loan has become pari passu in
right of payment with The Tower Pooled Mortgage Loan pursuant to The Tower
Intercreditor Agreement and no other Mortgage Loan initially constitutes or
subsequently will constitute a Non-Pooled Pari Passu Companion Loan under this
Agreement.

          "Non-Pooled Pari Passu Companion Loan Securities": After any date when
The Tower Non-Pooled Mortgage Loan has become pari passu in right of payment
with The Tower Pooled Mortgage Loan and has also been included in another
commercial mortgage securitization pursuant to which rated securities have been
or are subsequently issued, and only for so long as The Tower Non-Pooled
Mortgage Loan is serviced and administered under this Agreement, any class of
securities backed by The Tower Non-Pooled Mortgage Loan.


                                      -42-



          "Non-Pooled Subordinate Loan": Either or both of the South Bay
Galleria Non-Pooled Subordinate Loan and, unless it has become pari passu in
right of payment with The Tower Pooled Mortgage Loan pursuant to The Tower
Intercreditor Agreement, The Tower Non-Pooled Mortgage Loan, as applicable.

          "Non-Pooled Subordinate Noteholder: As applicable, (i) the South Bay
Galleria Non-Pooled Subordinate Noteholder or (ii) The Tower Non-Pooled Mortgage
Loan Noteholder, unless The Tower Non-Pooled Mortgage Loan has become pari passu
in right of payment with The Tower Pooled Mortgage Loan pursuant to The Tower
Intercreditor Agreement.

          "Nonrecoverable Advance": Any Nonrecoverable P&I Advance (including
any Unliquidated Advance that constitutes a Nonrecoverable P&I Advance) or
Nonrecoverable Servicing Advance (including any Unliquidated Advance that
constitutes a Nonrecoverable Servicing Advance).

          "Nonrecoverable P&I Advance": As evidenced by the Officer's
Certificate and supporting documentation contemplated by Section 4.03(c), any
P&I Advance, or any Unliquidated Advance in respect of a prior P&I Advance,
previously made and any P&I Advance contemplated to be made in respect of any
Pooled Mortgage Loan or related successor REO Pooled Mortgage Loan that, as
determined by the applicable Master Servicer or, if applicable, by the Trustee,
or by the applicable Special Servicer pursuant to the second paragraph of
Section 4.03(c), in its reasonable, good faith judgment, will not be ultimately
recoverable, or in fact was not ultimately recovered, from late payments,
Default Charges, Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds
or any other recovery on or in respect of such Mortgage Loan or the related REO
Property (without giving effect to potential recoveries on deficiency judgments
or recoveries from guarantors). In the case of a Cross-Collateralized Mortgage
Loan, such recoverability determination shall take into account the
cross-collateralization of the related Cross-Collateralized Group. In connection
with The Tower Pooled Mortgage Loan, if (x) The Tower Non-Pooled Mortgage Loan
becomes pari passu in right of payment with The Tower Pooled Mortgage Loan, (y)
The Tower Non-Pooled Mortgage Loan is included in another commercial mortgage
securitization pursuant to which rated securities have been or are subsequently
issued and (z) the applicable master servicer for such other commercial mortgage
securitization is on S&P's Select Servicer List as a U.S. Commercial Mortgage
Master Servicer, then the following provisions shall apply: (a) if the
applicable Master Servicer receives a written notice described in clause (i) of
the third paragraph of Section 4.03(c) to the effect that the master servicer or
other comparable party responsible for debt service advances with respect to The
Tower Non-Pooled Pari Passu Companion Loan under the related pooling and
servicing agreement for such other commercial mortgage securitization has
determined, pursuant to such agreement, that any debt service advance made or to
be made with respect to The Tower Non-Pooled Pari Passu Companion Loan (or any
successor REO mortgage loan with respect thereto) would not ultimately be
recoverable out of collections on such Mortgage Loan (or such REO mortgage
loan), then any prospective P&I Advance on the related Pooled Mortgage Loan (or
any successor REO Mortgage Loan) under this Agreement shall be deemed to
constitute a Nonrecoverable Advance, notwithstanding the absence of any
determination (as otherwise contemplated above and by Section 4.03(c)) by any
party hereto that any prior P&I Advance or any prospective P&I Advance on such
Pooled Mortgage Loan constitutes a Nonrecoverable Advance; and (b) if any
prospective P&I Advance on The Tower Pooled Mortgage Loan (or any successor REO
Mortgage Loan) is deemed to constitute a Nonrecoverable Advance pursuant to the
preceding clause (a) or the applicable Master Servicer (or the Trustee, if
applicable) determines that any prior P&I Advance or any prospective P&I Advance
on The Tower Pooled Mortgage Loan constitutes a Nonrecoverable Advance, then the
applicable Master Servicer (or the Trustee, if applicable) shall not
subsequently make any prospective P&I Advance on The Tower Pooled Mortgage Loan
unless such Master Servicer (or the Trustee, if applicable) has consulted with
such other master servicer or comparable party and they both agree that
circumstances with respect to such Mortgage Loan have changed such that a
proposed future debt service advance would not be a Nonrecoverable Advance.
Notwithstanding the preceding sentence, each party to this Agreement with the
discretion to determine that a P&I Advance constitutes a Nonrecoverable Advance
(as otherwise contemplated above and by Section 4.03(c)) shall continue to have
such discretion.

          "Nonrecoverable Servicing Advance": As evidenced by the Officer's
Certificate and supporting documentation contemplated by Section 3.11(h), any
Servicing Advance, or any Unliquidated Advance in respect of a prior Servicing
Advance, previously made, and any Servicing Advance proposed to be made, in
respect of any Mortgage


                                      -43-



Loan or REO Property that, as determined by the applicable Master Servicer or,
if applicable or the Trustee, in its reasonable, good faith judgment, will not
be ultimately recoverable, or in fact was not ultimately recovered, from late
payments, Default Charges, Insurance Proceeds, Condemnation Proceeds,
Liquidation Proceeds or any other recovery on or in respect of such Mortgage
Loan or such REO Property (without giving effect to potential recoveries on
deficiency judgments or recoveries from guarantors). In the case of a
Cross-Collateralized Mortgage Loan, such recoverability determination shall take
into account the cross-collateralization of the related Cross-Collateralized
Group.

          "Non-Registered Certificate": Any Certificate that has not been
subject to registration under the Securities Act. As of the Closing Date, the
Class X-1, Class X-2, Class X-W, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P,
Class R and Class V Certificates are Non-Registered Certificates.

          "Non-Trust Master Servicer": With respect to the Non-Trust-Serviced
Pooled Mortgage Loan, the master servicer under the Non-Trust Servicing
Agreement.

          "Non-Trust-Serviced Mortgage Loan Group": Any group of mortgage loans
that is primarily serviced and administered under the pooling and servicing
agreement for another commercial mortgage securitization trust. For the
avoidance of doubt, no group of mortgage loans constitutes a Non-Trust-Serviced
Mortgage Loan Group under this Agreement.

          "Non-Trust-Serviced Pooled Mortgage Loan": Any Pooled Mortgage Loan
that is part of a Non-Trust-Serviced Mortgage Loan Group. For the avoidance of
doubt, no Pooled Mortgage Loan constitutes a Non-Trust-Serviced Pooled Mortgage
Loan under this Agreement.

          "Non-Trust-Servicing Agreement": With respect to the
Non-Trust-Serviced Pooled Mortgage Loan and the Non-Trust-Serviced Mortgage Loan
Group of which it is a part, the separate agreement pursuant to which the
Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Pooled Pari Passu
Companion Loan are (or, if applicable, any related REO Property is) to be
principally serviced and administered.

          "Non-Trust Special Servicer": With respect to the Non Trust Serviced
Pooled Mortgage Loan, the special servicer under the Non Trust Servicing
Agreement.

          "Non-United States Tax Person": Any Person other than a United States
Tax Person.

          "Officer's Certificate": A certificate signed by a Servicing Officer
of a Master Servicer or Special Servicer or a Responsible Officer of the
Certificate Administrator or the Trustee, as the case may be, or, with respect
to any other Person, a certificate signed by any of the Chairman of the Board,
the Vice Chairman of the Board, the President, any Vice President, Director or
Managing Director, an Assistant Vice President or any other authorized officer
(however denominated) or another officer customarily performing functions
similar to those performed by any of the above designated officers or, with
respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

          "Opinion of Counsel": A written opinion of counsel (who must, in the
case of any such opinion relating to the taxation of the Trust Fund or any
portion thereof, the status of any REMIC Pool as a REMIC, the status of any
Grantor Trust Pool as a Grantor Trust for taxation purposes or a resignation
under Section 6.04, be Independent counsel, but who otherwise may be salaried
counsel for the Depositor, the Certificate Administrator, the Trustee, the Tax
Administrator, either Master Servicer or any Special Servicer), which written
opinion is acceptable and delivered to the addressee(s) thereof and which
opinion of counsel, except as provided herein, shall not be at the expense of
the Certificate Administrator, the Trustee or the Trust Fund.

          "Option Period": As defined in Section 3.18(c).


                                      -44-



          "Option Price": As defined in Section 3.18(c).

          "Original BSCMI Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-B.

          "Original Nationwide Pooled Mortgage Loans": The mortgage loans
initially identified on the schedule attached hereto as Schedule I-F.

          "Original PCF Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-D.

          "Original PCFII Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-E.

          "Original PMCF Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-A.

          "Original Pooled Mortgage Loans": The mortgage loans initially
identified on the schedules attached hereto as Schedule I-A, Schedule I-B,
Schedule I-C, Schedule I-D, Schedule I-E and Schedule I-F.

          "Original WFB Pooled Mortgage Loans": The mortgage loans initially
identified on the schedule attached hereto as Schedule I-C.

          "Other Crossed Loans": As defined in Section 2.03(b).

          "Other Securitization": As defined in Section 11.03.

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

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

          "P&I Advance": With respect to any Pooled Mortgage Loan or REO Pooled
Mortgage Loan (including a Non-Trust-Serviced Pooled Mortgage Loan or any
successor REO Pooled Mortgage Loan thereto), any advance made by the applicable
Master Servicer or the Trustee pursuant to Section 4.03.

          "P&I Advance Date": The Business Day preceding each Distribution Date.

          "PAR": Prudential Asset Resources, Inc. or its successor in interest.

          "Pass-Through Rate": The per annum rate at which interest accrues in
respect of any Class of REMIC III Certificates during any Interest Accrual
Period, asset forth in or otherwise calculated in accordance with Section
2.16(f).

          "Past Grace Period Loan": With respect to any Monthly Payment or
Assumed Monthly Payment due and payable, or deemed due and payable, in respect
of any particular Pooled Mortgage Loan, the status attributable to that Mortgage
Loan by reason of, if applicable, the fact that such Monthly Payment or Assumed
Monthly Payment remains unpaid past its Due Date and past any applicable grace
period for such Monthly Payment or Assumed Monthly Payment.

          "PCAOB": The Public Company Accounting Oversight Board.

          "PCF": Principal Commercial Funding, LLC, or its successor in
interest.


                                      -45-



          "PCF Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either an
Original PCF Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan that was
delivered under the PCF Pooled Mortgage Loan Purchase Agreement in substitution
for an Original PCF Pooled Mortgage Loan.

          "PCF Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of December 6, 2006, between PCF as
seller and the Depositor as purchaser.

          "PCFII": Principal Commercial Funding II, LLC, or its successor in
interest.

          "PCFII Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either
an Original PCFII Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan
that was delivered under the PCFII Pooled Mortgage Loan Purchase Agreement in
substitution for an Original PCFII Pooled Mortgage Loan.

          "PCFII Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of December 6, 2006, between PCFII as
seller and the Depositor as purchaser.

          "Percentage Interest": With respect to (a) any Interest Only
Certificate or Principal Balance Certificate, the portion of the relevant Class
evidenced by such Certificate, expressed as a percentage, the numerator of which
is the Certificate Principal Balance or Certificate Notional Amount, as the case
may be, of such Certificate as of the Closing Date, as specified on the face
thereof, and the denominator of which is the initial Class Principal Balance or
initial Class Notional Amount, as the case may be, of the relevant Class as of
the Closing Date; and (b) any Class R or Class V Certificate, the percentage
interest in distributions to be made with respect to the relevant Class, as
specified on the face of such Certificate.

          "Performance Certification": As defined in Section 11.08.

          "Performing Party": As defined in Section 11.14.

          "Performing Serviced Mortgage Loan": Any Serviced Mortgage Loan that
is not a Specially Serviced Mortgage Loan.

          "Permitted Investments": Any one or more of the following obligations
or securities:

          (i)   direct obligations of, or obligations fully guaranteed as to
                timely payment of principal and interest by, the United States
                or any agency or instrumentality thereof, provided that each
                such obligation is backed by the full faith and credit of the
                United States;

          (ii)  repurchase agreements on obligations specified in clause (i) of
                this definition, provided that the short-term unsecured debt
                obligations of the party agreeing to repurchase such obligations
                are at the time of investment rated in the highest short-term
                debt rating category of: (x) in the case of an investment being
                made with funds that do not relate in whole or in part to any
                Serviced Non-Pooled Mortgage Loan, each Rating Agency for the
                Rated Certificates (or, in the case of any such Rating Agency,
                such lower rating as will not result in an Adverse Rating Event
                with respect to any Class of Rated Certificates rated by such
                Rating Agency, as confirmed in writing to the Trustee by such
                Rating Agency), (y) in the case of an investment being made with
                funds that relate in whole or in part to any Serviced Non-Pooled
                Mortgage Loan and also relate to one or more Pooled Mortgage
                Loans, each Rating Agency for the Rated Certificates and each
                applicable Rating Agency for the related Non-Pooled Pari Passu
                Companion Loan Securities (as evidenced by a written
                confirmation to the Trustee from each Rating Agency that such
                investment would not, in and of itself, result in an Adverse
                Rating Event with respect to any Class of Rated Certificates
                rated by such Rating Agency and also from each applicable Rating
                Agency that such investment would not, in and of itself, result
                in an Adverse Rating Event with respect to any class


                                      -46-



                of such Non-Pooled Pari Passu Companion Loan Securities
                rated by such applicable Rating Agency), as applicable, or
                (z) in the case of an investment being made with funds that
                relate solely to a Serviced Non-Pooled Mortgage Loan and do
                not relate to one or more Pooled Mortgage Loans, each
                applicable Rating Agency for the related Non-Pooled Pari
                Passu Companion Loan Securities (or, in the case of any such
                Rating Agency, such lower rating as will not result in an
                Adverse Rating Event with respect to any class of such
                Non-Pooled Pari Passu Companion Loan Securities rated by
                such applicable Rating Agency as confirmed in writing to the
                Trustee by such Rating Agency), as applicable;

          (iii) federal funds, unsecured uncertificated certificates of deposit,
                time deposits and bankers' acceptances of any bank or trust
                company organized under the laws of the United States or any
                state thereof, provided that the short-term unsecured debt
                obligations of such bank or trust company are at the time of
                investment rated in the highest short-term debt rating category
                of: (x) in the case of an investment being made with funds that
                do not relate in whole or in part to any Serviced Non-Pooled
                Mortgage Loan, each Rating Agency for the Rated Certificates
                (or, in the case of any such Rating Agency, such lower rating as
                will not result in an Adverse Rating Event with respect to any
                Class of Rated Certificates rated by such Rating Agency, as
                confirmed in writing to the Trustee by such Rating Agency), (y)
                in the case of an investment being made with funds that relate
                in whole or in part to any Serviced Non-Pooled Mortgage Loan and
                also relate to one or more Pooled Mortgage Loans, each Rating
                Agency for the Rated Certificates and each applicable Rating
                Agency for the related Non-Pooled Pari Passu Companion Loan
                Securities (as evidenced by a written confirmation to the
                Trustee from each Rating Agency that such investment would not,
                in and of itself, result in an Adverse Rating Event with respect
                to any Class of Rated Certificates rated by such Rating Agency
                and also from each applicable Rating Agency that such investment
                would not, in and of itself, result in an Adverse Rating Event
                with respect to any class of such Non-Pooled Pari Passu
                Companion Loan Securities rated by such applicable Rating
                Agency), as applicable, or (z) in the case of an investment
                being made with funds that relate solely to a Serviced
                Non-Pooled Mortgage Loan and do not relate to one or more Pooled
                Mortgage Loans, each applicable Rating Agency for the related
                Non-Pooled Pari Passu Companion Loan Securities (or, in the case
                of any such Rating Agency, such lower rating as will not result
                in an Adverse Rating Event with respect to any class of such
                Non-Pooled Pari Passu Companion Loan Securities rated by such
                applicable Rating Agency as confirmed in writing to the Trustee
                by such Rating Agency), as applicable;

          (iv)  commercial paper of any corporation incorporated under the laws
                of the United States or any state thereof (or of any corporation
                not so incorporated, provided that the commercial paper is
                United States Dollar denominated and amounts payable thereunder
                are not subject to any withholding imposed by any non-United
                States jurisdiction), provided that such commercial paper is
                rated in the highest short-term debt rating category of: (x) in
                the case of an investment being made with funds that do not
                relate in whole or in part to any Serviced Non-Pooled Mortgage
                Loan, each Rating Agency for the Rated Certificates (or, in the
                case of any such Rating Agency, such lower rating as will not
                result in an Adverse Rating Event with respect to any Class of
                Rated Certificates rated by such Rating Agency, as confirmed in
                writing to the Trustee by such Rating Agency), (y) in the case
                of an investment being made with funds that relate in whole or
                in part to any Serviced Non-Pooled Mortgage Loan and also relate
                to one or more Pooled Mortgage Loans, each Rating Agency for the
                Rated Certificates and each applicable Rating Agency for the
                related Non-Pooled Pari Passu


                                      -47-



                Companion Loan Securities (as evidenced by a written
                confirmation to the Trustee from each Rating Agency that such
                investment would not, in and of itself, result in an Adverse
                Rating Event with respect to any Class of Rated Certificates
                rated by such Rating Agency and also from each applicable Rating
                Agency that such investment would not, in and of itself, result
                in an Adverse Rating Event with respect to any class of such
                Non-Pooled Pari Passu Companion Loan Securities rated by such
                applicable Rating Agency), as applicable, or (z) in the case of
                an investment being made with funds that relate solely to a
                Serviced Non-Pooled Mortgage Loan and do not relate to one or
                more Pooled Mortgage Loans, each applicable Rating Agency for
                the related Non-Pooled Pari Passu Companion Loan Securities (or,
                in the case of any such Rating Agency, such lower rating as will
                not result in an Adverse Rating Event with respect to any class
                of such Non-Pooled Pari Passu Companion Loan Securities rated by
                such applicable Rating Agency as confirmed in writing to the
                Trustee by such Rating Agency), as applicable;

          (v)   units of money market funds (including those managed or advised
                by the Certificate Administrator or its Affiliates) which
                maintain a constant net asset value, provided that such units of
                money market funds are rated in the highest applicable rating
                category of: (x) in the case of an investment being made with
                funds that do not relate in whole or in part to any Serviced
                Non-Pooled Mortgage Loan, each Rating Agency for the Rated
                Certificates (or, in the case of any such Rating Agency, such
                lower rating as will not result in an Adverse Rating Event with
                respect to any Class of Rated Certificates rated by such Rating
                Agency, as confirmed in writing to the Trustee by such Rating
                Agency), (y) in the case of an investment being made with funds
                that relate in whole or in part to any Serviced Non-Pooled
                Mortgage Loan and also relate to one or more Pooled Mortgage
                Loans, each Rating Agency for the Rated Certificates and each
                applicable Rating Agency for the related Non-Pooled Pari Passu
                Companion Loan Securities (as evidenced by a written
                confirmation to the Trustee from each Rating Agency that such
                investment would not, in and of itself, result in an Adverse
                Rating Event with respect to any Class of Rated Certificates
                rated by such Rating Agency and also from each applicable Rating
                Agency that such investment would not, in and of itself, result
                in an Adverse Rating Event with respect to any class of such
                Non-Pooled Pari Passu Companion Loan Securities rated by such
                applicable Rating Agency), as applicable, or (z) in the case of
                an investment being made with funds that relate solely to a
                Serviced Non-Pooled Mortgage Loan and do not relate to one or
                more Pooled Mortgage Loans, each applicable Rating Agency for
                the related Non-Pooled Pari Passu Companion Loan Securities (or,
                in the case of any such Rating Agency, such lower rating as will
                not result in an Adverse Rating Event with respect to any class
                of such Non-Pooled Pari Passu Companion Loan Securities rated by
                such applicable Rating Agency as confirmed in writing to the
                Trustee by such Rating Agency), as applicable; or

          (vi)  any other obligation or security that is acceptable to: (x) in
                the case of an investment being made with funds that do not
                relate in whole or in part to any Serviced Non-Pooled Mortgage
                Loan, each Rating Agency for the Rated Certificates (or, in the
                case of any such Rating Agency, such lower rating as will not
                result in an Adverse Rating Event with respect to any Class of
                Rated Certificates rated by such Rating Agency, as confirmed in
                writing to the Trustee by such Rating Agency), (y) in the case
                of an investment being made with funds that relate in whole or
                in part to any Serviced Non-Pooled Mortgage Loan and also relate
                to one or more Pooled Mortgage Loans, each Rating Agency for the
                Rated Certificates and each applicable Rating Agency for the
                related Non-Pooled Pari Passu Companion Loan Securities (as
                evidenced by a written confirmation to the Trustee from each
                Rating Agency that such investment would not, in and of itself,
                result in an Adverse Rating Event with respect to any Class of
                Rated Certificates rated by such Rating Agency and also from
                each applicable Rating Agency that such investment would not, in
                and of itself, result in an Adverse Rating Event with respect to
                any class of such Non-Pooled Pari Passu Companion Loan
                Securities rated by such applicable Rating Agency), as
                applicable, or (z) in the case of an investment being made with
                funds that relate solely to a Serviced Non-Pooled Mortgage Loan
                and do not relate to one or more Pooled Mortgage Loans, each
                applicable Rating Agency for the related Non-Pooled Pari Passu
                Companion Loan Securities (or, in the case of any such Rating
                Agency, such lower rating as will not result in an Adverse
                Rating Event with respect to any class of such Non-Pooled Pari
                Passu Companion Loan Securities rated by such applicable


                                      -48-



                Rating Agency as confirmed in writing to the Trustee by such
                Rating Agency), as applicable;

provided that each investment described hereunder shall not (A) evidence either
the right to receive (1) only interest with respect to such investment or (2) a
yield to maturity greater than 120% of the yield to maturity at par of the
underlying obligations, (B) be purchased at a price greater than par if such
investment may be prepaid or called at a price less than its purchase price
prior to stated maturity, (C) be sold prior to stated maturity if such sale
would result in a loss of principal on the instrument or a tax on "prohibited
transactions" under Section 860F of the Code or (D) have an "r" highlighter or
other comparable qualifier attached to its rating; and provided, further, that
each investment described hereunder must have (X) a predetermined fixed amount
of principal due at maturity (that cannot vary or change), (Y) an original
maturity of not more than 365 days and a remaining maturity of not more than 30
days and (Z) except in the case of a Permitted Investment described in clause
(v) of this definition, a fixed interest rate or an interest rate that is tied
to a single interest rate index plus a single fixed spread and moves
proportionately with that index; and provided, further, that each investment
described hereunder must be a "cash flow investment" (within the meaning of the
REMIC Provisions).

          "Permitted Transferee": Any Transferee of a Class R Certificate other
than (a) a Disqualified Organization, (b) a Disqualified Non-United States Tax
Person, (c) a Disqualified Partnership, (d) a foreign permanent establishment or
fixed base (within the meaning of any applicable income tax treaty between the
United States and any foreign jurisdiction) of a United States Tax Person or (e)
any other Person as to whom, as determined by the Tax Administrator (based upon
an Opinion of Counsel, obtained at the request of the Tax Administrator at the
expense of such Person or the Person seeking to Transfer a Class R Certificate,
supporting such determination), the Transfer of a Class R Certificate may cause
any REMIC Pool to fail to qualify as a REMIC at any time that any Certificate is
outstanding.

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

          "PGI": Principal Global Investors, LLC, or its successor in interest.

          "PGI Primary Servicing Agreement": That certain primary servicing
agreement dated as of December 1, 2006, between WFB, as the applicable Master
Servicer for the PCF Pooled Mortgage Loans and the PCFII Pooled Mortgage Loans,
and Principal Global Investors, LLC, as primary servicer, relating to the
primary servicing and administration of the PCF Pooled Mortgage Loans and PCFII
Pooled Mortgage Loans.

          "Phase I Environmental Assessment": A "Phase I assessment" as
described in, and meeting the criteria of, the American Society for Testing and
Materials, plus a radon and asbestos inspection.

          "Plan": Any of those employee benefit plans and other benefit plans
and arrangements, including individual retirement accounts and annuities, Keogh
plans and collective investment funds and separate accounts in which such plans,
accounts or arrangements are invested, including insurance company general
accounts, that are subject to ERISA or Section 4975 of the Code.

          "PMCF": Prudential Mortgage Capital Funding, LLC, or its successor in
interest.

          "PMCF Pooled Mortgage Loan": Any Pooled Mortgage Loan that is either
an Original PMCF Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan that
was delivered under the PMCF Pooled Mortgage Loan Purchase Agreement in
substitution for an Original PMCF Pooled Mortgage Loan.

          "PMCF Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of December 6, 2006, between PMCF as
seller and the Depositor as purchaser.

          "Pooled Mortgage Loan": Each of the Original Pooled Mortgage Loans and
Replacement Pooled Mortgage Loans that are from time to time held in the Trust
Fund, including any such mortgage loan that has been wholly or partially
defeased. As used herein, the term "Pooled Mortgage Loan" includes the related
Mortgage Loan Documents.


                                      -49-



          "Pooled Mortgage Loan Purchase Agreement": Any of the BSCMI Pooled
Mortgage Loan Purchase Agreement, the WFB Pooled Mortgage Loan Purchase
Agreement, the PMCF Pooled Mortgage Loan Purchase Agreement, the PCF Pooled
Mortgage Loan Purchase Agreement, the PCFII Pooled Mortgage Loan Purchase
Agreement and the Nationwide Pooled Mortgage Loan Purchase Agreement.

          "Pooled Mortgage Loan Schedule": Collectively, the five schedules of
Pooled Mortgage Loans attached hereto as Schedule I-A, Schedule I-B, Schedule
I-C, Schedule I-D, Schedule I-E and Schedule I-F, respectively, as any such
schedule may be amended from time to time in accordance with this Agreement.
Such schedules shall set forth the following information with respect to each
Pooled Mortgage Loan:

          (i)     the loan number assigned to the Pooled Mortgage Loan on the
                  books and records of the related Pooled Mortgage Loan Seller
                  as of the Closing Date and the identification number assigned
                  to such Pooled Mortgage Loan in the Prospectus Supplement;

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

          (iii)   the (A) original principal balance and (B) Cut-off Date
                  Principal Balance;

          (iv)    the amount of the Monthly Payment due on the first Due Date
                  following the Closing Date (and, if a Pooled Mortgage Loan
                  currently requires only payments of interest but begins to
                  amortize prior to Stated Maturity Date, on the first Due Date
                  after amortization begins);

          (v)     the Mortgage Rate as of the Closing Date and the Interest
                  Accrual Basis;

          (vi)    the Stated Maturity Date and the original and remaining term
                  to Stated Maturity Date (or, in the case of a Pooled Mortgage
                  Loan that is an ARD Mortgage Loan, the Anticipated Repayment
                  Date and the original and remaining term to the Anticipated
                  Repayment Date);

          (vii)   in the case of a Pooled Mortgage Loan that is a Balloon
                  Mortgage Loan or an ARD Mortgage Loan, the original and
                  remaining amortization term;

          (viii)  whether such Pooled Mortgage Loan is a Cross-Collateralized
                  Mortgage Loan and, if so, an identification of the Pooled
                  Mortgage Loans with which such Pooled Mortgage Loan is
                  cross-collateralized;

          (ix)    whether such Pooled Mortgage Loan provides for defeasance and
                  if so, the period during which defeasance may occur;

          (x)     whether such Pooled Mortgage Loan is secured by a fee simple
                  interest in the related Mortgaged Property; by the Borrower's
                  leasehold interest, and a fee simple interest, in the related
                  Mortgaged Property; or solely by a leasehold interest in the
                  related Mortgaged Property;

          (xi)    the name of the related Pooled Mortgage Loan Seller;

          (xii)   the Administrative Fee Rate;

          (xiii)  the Due Date;

          (xiv)   the number of grace days before such Pooled Mortgage Loan
                  requires a late payment charge in connection with a
                  delinquent Monthly Payment;

          (xv)    whether there exists (and, if so, the amount of) any letter
                  of credit that constitutes Additional


                                      -50-



                  Collateral;

          (xvi)   whether repayment of such Pooled Mortgage Loan is guaranteed
                  by a guarantor;

          (xvii)  the initial Master Servicer and the Master Servicing Fee Rate
                  for such Pooled Mortgage Loan; and

          (xviii) the applicable Loan Group to which such Pooled Mortgage Loan
                  belongs.

          "Pooled Mortgage Loan Sellers": Collectively, BSCMI, Nationwide, PCF,
PCFII, PMCF and WFB.

          "Post-ARD Additional Interest": With respect to any ARD Mortgage Loan
after its Anticipated Repayment Date, all interest accrued on the principal
balance of such ARD Mortgage Loan at the Post-ARD Additional Interest Rate (the
payment of which interest shall, under the terms of such ARD Mortgage Loan, be
deferred until the principal balance of such ARD Mortgage Loan and all other
interest thereon has been paid in full), together with all interest, if any,
accrued at the related Mortgage Rate on such deferred interest.

          "Post-ARD Additional Interest Rate": With respect to any ARD Mortgage
Loan after its Anticipated Repayment Date, the incremental increase in the
Mortgage Rate for such ARD Mortgage Loan resulting from the passage of such
Anticipated Repayment Date.

          "Prepayment Assumption": For purposes of determining the accrual of
original issue discount, market discount and premium, if any, on the Pooled
Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests
and the Certificates for federal income tax purposes, the assumptions that each
Pooled Mortgage Loan that is an ARD Mortgage Loan is paid in its entirety on its
Anticipated Prepayment Date and that no Pooled Mortgage Loan is otherwise
voluntarily prepaid prior to its Stated Maturity Date.

          "Prepayment Interest Excess": With respect to any Pooled Mortgage Loan
(including a Non-Trust-Serviced Pooled Mortgage Loan) that was subject to a
Principal Prepayment in full or in part made (or, if resulting from the
application of Insurance Proceeds or Condemnation Proceeds, any other early
recovery of principal received) after the Due Date for such Pooled Mortgage Loan
in any Collection Period, any payment of interest (net of related Master
Servicing Fees (and, in the case of a Non-Trust-Serviced Pooled Mortgage Loan,
the rate per annum at which the master or similar servicing and administrative
fees payable therefrom under the related Non-Trust Servicing Agreement accrue as
set forth in the definition of "Administrative Fee Rate") and, in any case,
further net of any portion of such interest that represents Default Charges or
Post-ARD Additional Interest) actually Received by the Trust and collected from
the related Borrower or out of such Insurance Proceeds or Condemnation Proceeds,
as the case may be, and intended to cover the period from and after such Due
Date to, but not including, the date of prepayment (exclusive, for the avoidance
of doubt, of any related Prepayment Premium or Yield Maintenance Charge that may
have been collected).

          "Prepayment Interest Shortfall": With respect to any Pooled Mortgage
Loan (including a Non-Trust-Serviced Pooled Mortgage Loan) that was subject to a
Principal Prepayment in full or in part made (or, if resulting from the
application of Insurance Proceeds or Condemnation Proceeds, any other early
recovery of principal received) prior to the Due Date for such Pooled Mortgage
Loan in any Collection Period the amount of interest, to the extent not
collected from the related Borrower or otherwise (without regard to any
Prepayment Premium or Yield Maintenance Charge that may have been collected),
not Received by the Trust, that would have accrued at a rate per annum equal to
the related Mortgage Rate (net of the Master Servicing Fee Rate (and, in the
case of a Non-Trust-Serviced Pooled Mortgage Loan, the rate per annum at which
the master or similar servicing and administrative fees payable therefrom under
the related Non-Trust Servicing Agreement accrue as set forth in the definition
of "Administrative Fee Rate") and, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, the related Post-ARD Additional Interest Rate) on
the amount of such Principal Prepayment (or other early recovery of principal)
during the period from the date to which interest thereon was paid by the
related Borrower to, but not including, such Due Date.


                                      -51-



          "Prepayment Premium": With respect to any Mortgage Loan, any premium,
fee or other additional amount (other than a Yield Maintenance Charge) paid or
payable, as the context requires, by a Borrower in connection with a Principal
Prepayment on, or other early collection of principal of, such Mortgage Loan or
any successor REO Mortgage Loan with respect thereto (including any payoff of a
Mortgage Loan by a mezzanine lender on behalf of the subject Borrower if and as
set forth in the related intercreditor agreement).

          "Primary Collateral": With respect to any Cross-Collateralized
Mortgage Loan, that portion of the Mortgaged Property designated as directly
securing such Cross-Collateralized Mortgage Loan and excluding any Mortgaged
Property as to which the related lien may only be foreclosed upon by exercise of
the cross-collateralization provisions of such Cross-Collateralized Mortgaged
Loan.

          "Primary Servicer": Nationwide or any successor thereto or Principal
Global Investors, LLC or any successor thereto, as applicable, appointed as
provided in the Nationwide Primary Servicing Agreement or PGI Primary Servicing
Agreement, respectively.

          "Primary Servicing Agreement": Each of the Nationwide Primary
Servicing Agreement and the PGI Primary Servicing Agreement, as applicable.

          "Primary Servicing Fee": With respect to a Primary Servicer, the
primary servicing fee that is payable to such Primary Servicer under the terms
of the related Primary Servicing Agreement.

          "Primary Servicing Office": The office of a Master Servicer or the
Special Servicer, as the context may require, that is primarily responsible for
such party's servicing obligations hereunder.

          "Principal Balance Certificate": Any of the Class A-1, Class A-2,
Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M, Class A-J, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L,
Class M, Class N, Class O and Class P Certificates.

          "Principal Distribution Amount": With respect to any Distribution Date
other than the Final Distribution Date, an amount (which shall in no event be
less than zero) equal to the excess, if any, of:

          (I) the sum of:

               (A) the aggregate (without duplication) of the following (such
          aggregate of the following amounts described below in this clause
          (A), the "Unadjusted Principal Distribution Amount" for such
          Distribution Date):

                    (i) all payments of principal (including Principal
          Prepayments), including any such payments on Corrected Mortgage Loans,
          Received by the Trust with respect to the Pooled Mortgage Loans during
          the related Collection Period, in each case exclusive of any portion
          of the particular payment that represents a Late Collection of
          principal for which a P&I Advance (including any Unliquidated Advance
          in respect of a prior P&I Advance) was previously made under this
          Agreement for a prior Distribution Date or that represents the
          principal portion of a Monthly Payment due on or before the Cut-off
          Date or on a Due Date occurring subsequent to the calendar month in
          which such Distribution Date occurs,

                    (ii) the aggregate of the principal portions of all Monthly
          Payments due in respect of the Pooled Mortgage Loans for their
          respective Due Dates occurring in the month in which such Distribution
          Date occurs, that were Received by the Trust (other than as part of a
          Principal Prepayment) prior to the related Collection Period (or, in
          the case of any Pooled Mortgage Loan for which the Due Date occurs on
          a day other than the first day of each month, that were Received by
          the Trust in the


                                      -52-



          calendar month prior to the calendar month in which the related
          Distribution Date occurs but are due during the calendar month in
          which the related Distribution Date occurs),

                    (iii) the aggregate of all Liquidation Proceeds,
          Condemnation Proceeds and Insurance Proceeds Received by the Trust
          with respect to any Pooled Mortgage Loans during the related
          Collection Period that were identified and applied by the applicable
          Master Servicer as recoveries of principal (whether as Principal
          Prepayments or otherwise) of such Pooled Mortgage Loans in accordance
          with Section 1.03, in each case net of any portion of such proceeds
          that represents a Late Collection of principal due on or before the
          Cut-off Date or for which a P&I Advance (including an Unliquidated
          Advance in respect of a prior P&I Advance) was previously made under
          this Agreement for a prior Distribution Date,

                    (iv) the aggregate of all Liquidation Proceeds, Condemnation
          Proceeds, Insurance Proceeds and REO Revenues Received by the Trust
          with respect to any REO Properties during the related Collection
          Period that were identified and applied by the applicable Master
          Servicer as recoveries of principal (whether as Principal Prepayments
          or otherwise) of the related REO Pooled Mortgage Loans in accordance
          with Section 1.03, in each case net of any portion of such proceeds
          and/or revenues that represents a Late Collection of principal due on
          or before the Cut-off Date or for which a P&I Advance (including an
          Unliquidated Advance in respect of a prior P&I Advance) was previously
          made under this Agreement for a prior Distribution Date, and

                    (v) the respective principal portions of all P&I Advances
          made under this Agreement in respect of the Pooled Mortgage Loans and
          any REO Pooled Mortgage Loans with respect to such Distribution Date;

               (B) the aggregate amount of any collections received on or in
     respect of the Pooled Mortgage Loans during the related Collection
     Period that, in each case, represents a delinquent amount as to which an
     Advance had been made, which Advance was previously reimbursed during the
     Collection Period for a prior Distribution Date as part of a
     Workout-Delayed Reimbursement Amount for which a deduction was made under
     clause (II)(B) below with respect to such Distribution Date; and

               (C) the aggregate amount of any collections received on or in
     respect of the Pooled Mortgage Loans during the related Collection Period
     that, in each case, is identified and applied by the applicable Master
     Servicer (in accordance with Section 1.03) as a recovery of an amount
     previously determined (in a Collection Period for a prior Distribution
     Date) to have been a Nonrecoverable Advance and for which a deduction was
     made under clause (II)(C) below with respect to a prior Distribution Date;
     less

          (II) the sum of:

               (A) if any Insurance Proceeds, Condemnation Proceeds or
     Liquidation Proceeds were received with respect to any Pooled Mortgage Loan
     or REO Property, and/or any Pooled Mortgage Loan or REO Property is
     otherwise liquidated (including by means of a Final Recovery Determination
     or the receipt of a full, partial or discounted payoff), during the related
     Collection Period, an amount equal to any Workout Fees or Liquidation Fees
     with respect to each such Pooled Mortgage Loan or REO Property, as the case
     may be, that were paid hereunder from a source other than related Default
     Charges during the related Collection Period;


                                      -53-



               (B) the aggregate amount of Workout-Delayed Reimbursement Amounts
     (and Advance Interest thereon) that were reimbursed or paid during the
     related Collection Period to one or more of the Master Servicers, the
     Special Servicer and the Trustee from principal advances and collections on
     the Mortgage Pool pursuant to subsection (iii) of Section 3.05(a)(II); and

               (C) the aggregate amount of Nonrecoverable Advances (and Advance
     Interest thereon) that were reimbursed or paid during the related
     Collection Period to one or more of the Master Servicers, the Special
     Servicer and the Trustee during the related Collection Period from
     principal advances and collections on the Mortgage Pool pursuant to
     subsection (iv) of Section 3.05(a)(II).

provided, however, that the foregoing provisions of this definition shall be
construed in a manner that is consistent with Section 3.02(d).

          For purposes of determining the portion of the Principal Distribution
Amount that is attributable to Loan Group 1 or Loan Group 2 in connection with
any Distribution Date, any reduction in the Principal Distribution Amount that
is described in any of clauses (II)(A), (B) and/or (C) above that arises from a
particular Pooled Mortgage Loan will be applied, first as a reduction of the
portion of the Principal Distribution Amount that is otherwise attributable to
the Loan Group that includes such Pooled Mortgage Loan (until such portion, net
of all subtractions pursuant to clauses (II)(A), (B) and (C) above arising from
Pooled Mortgage Loans in such Loan Group, is equal to zero), and, then, as a
reduction of the portion of the Principal Distribution Amount that is otherwise
attributable to the other Loan Group (until such portion, net of all such
subtractions pursuant to clauses (II)(A), (B) and (C) above arising from Pooled
Mortgage Loans in such Loan Group and all subtractions pursuant to this clause,
is equal to zero); and any increase in the Principal Distribution Amount that is
described in either of clauses (II)(B) and/or (C) above that arises from a
recovery of a previously reimbursed amount related to a particular Pooled
Mortgage Loan will be applied, first, if the attributable portion of the
Principal Distribution Amount for the unrelated Loan Group (that is, the Loan
Group that does not include such Pooled Mortgage Loan) was previously reduced on
account of such particular Pooled Mortgage Loan or any other Pooled Mortgage
Loan in the same Loan Group as such particular Pooled Mortgage Loan, as an
increase in the portion of the Principal Distribution Amount that is otherwise
attributable to the Loan Group that does not include such Pooled Mortgage Loan
(until the cumulative amount of such increases under this clause is equal to the
cumulative reductions to the attributable portion of the Principal Distribution
Amount for that Loan Group on account of Pooled Mortgage Loans not included in
such Loan Group), and, then, as an increase in the portion of the Principal
Distribution Amount that is otherwise attributable to the Loan Group that
includes such Pooled Mortgage Loan.

          With respect to the Final Distribution Date, the "Principal
Distribution Amount" shall equal the aggregate Stated Principal Balance of the
entire Mortgage Pool outstanding immediately prior to the Final Distribution
Date.

          In no event shall any portion of any Excess Liquidation Proceeds
constitute a portion of the Principal Distribution Amount for any Distribution
Date.

          "Principal Prepayment": Any payment of principal made by the Borrower
on a Mortgage Loan which is received in advance of its scheduled Due Date and
that is not accompanied by an amount of interest (without regard to any
Prepayment Premium, Yield Maintenance Charge and/or Post-ARD Additional Interest
that may have been collected) representing scheduled interest due on any date or
dates in any month or months subsequent to the month of prepayment.

          "Private Placement Memorandum": The final Private Placement Memorandum
dated December 6, 2006, relating to certain classes of the Non-Registered
Certificates delivered by the Depositor to Bear, Stearns & Co. Inc. and Morgan
Stanley & Co. Incorporated as of the Closing Date.

          "Privileged Person": Any of the following: a party to this Agreement,
an Underwriter, a Pooled Mortgage Loan Seller, the Controlling Class
Representative, a Rating Agency, a designee of the Depositor, a
Certificateholder and any Person who certifies to the Certificate Administrator
in the form of Exhibit K-1 hereto or Exhibit K-2 hereto, as applicable (which
form shall also be located on, and may be submitted electronically via, the
Certificate Administrator's


                                      -54-



internet website), that such Person is either a Certificate Owner or a
prospective purchaser of a Certificate or any interest therein.

          "Prospectus": The Base Prospectus and the Prospectus Supplement,
together.

          "Prospectus Supplement": That certain prospectus supplement dated
December 6, 2006, relating to the Registered Certificates, that is a supplement
to the Base Prospectus.

          "PTCE": Prohibited Transaction Class Exemption.

          "PTE": Prohibited Transaction Exemption.

          "Purchase Option": As defined in Section 3.18(c).

          "Purchase Price": With respect to any Pooled Mortgage Loan (or REO
Property), a cash price equal to the aggregate of (a) the outstanding principal
balance of such Pooled Mortgage Loan (or the related REO Pooled Mortgage Loan)
as of the date of purchase, (b) all accrued and unpaid interest on such Pooled
Mortgage Loan (or the related REO Pooled Mortgage Loan) at the related Mortgage
Rate (in the case of a Non-Trust-Serviced Pooled Mortgage Loan, net of the rate
at which master or similar servicing and administrative fees payable under the
related Non-Trust Servicing Agreement accrue) to, but not including, the Due
Date occurring in the Collection Period (or, in the case of any Pooled Mortgage
Loan for which the Due Date occurs on a day other than the first day of each
month, the Due Date occurring in the month in which such Collection Period ends)
during which the applicable purchase or repurchase occurs (exclusive, however,
of any portion of such accrued but unpaid interest that represents Default
Interest or, in the case of an ARD Mortgage Loan after its Anticipated Repayment
Date, Additional Interest), (c) all related unreimbursed Servicing Advances
(together with Unliquidated Advances in respect of prior Servicing Advances) and
all related Servicing Advances (without duplication with Unliquidated Advances
described in the immediately preceding parenthetical clause) that were
previously reimbursed out of collections on other Pooled Mortgage Loans and/or
REO Properties relating to other Pooled Mortgage Loans, if any, (d) all accrued
and unpaid Advance Interest with respect to any related Advances, and (e) solely
in the case of a purchase, repurchase or substitution, as applicable, by a
Pooled Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan
Purchase Agreement or a purchase of the South Bay Galleria Pooled Mortgage Loan
or The Tower Pooled Mortgage Loan by the related Non-Pooled Subordinate
Noteholder pursuant to the related Mortgage Loan Group Intercreditor Agreement,
(i) to the extent not otherwise included in the amount described in clause (d)
of this definition, any unpaid Special Servicing Fees and other outstanding
Additional Trust Fund Expenses with respect to such Pooled Mortgage Loan (or REO
Property) and (ii) to the extent not otherwise included in the amount described
in clause (c) or clause (e) of this definition, any costs and expenses incurred
by a Master Servicer, a Special Servicer, the Trustee or an agent of any of them
(on behalf of the Trust) in enforcing the obligation, if any, of a Pooled
Mortgage Loan Seller to repurchase or replace such Mortgage Loan or REO
Property.

          "Qualified Appraiser": In connection with the appraisal of any
Mortgaged Property or REO Property, an Independent MAI-designated appraiser with
at least five years of experience in respect of the relevant geographic location
and property type.

          "Qualified Bidder": As defined in Section 7.01(c).

          "Qualified Institutional Buyer" or "QIB": A "qualified institutional
buyer" within the meaning of Rule 144A under the Securities Act.

          "Qualified Insurer": An insurance company or security or bonding
company qualified to write the related Insurance Policy in the relevant
jurisdiction.

          "Qualified Mortgage": A qualified mortgage within the meaning of
Section 860G(a)(3) of the Code.


                                      -55-



          "Qualifying Substitute Mortgage Loan": In connection with the
replacement of a Defective Pooled Mortgage Loan as contemplated by Section 2.03,
any other mortgage loan which, on the date of substitution: (i) has 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 Defective
Pooled Mortgage Loan as of the Due Date in the calendar month during which the
substitution occurs; (ii) has a fixed Mortgage Rate that is not less than, and
not more than one percentage point in excess of, the Mortgage Rate of the
Defective Pooled Mortgage Loan; (iii) has the same monthly Due Date as, and a
grace period for delinquent Monthly Payments that is no longer than, the Due
Date and grace period, respectively, of the Defective Pooled Mortgage Loan; (iv)
accrues interest on the same Interest Accrual Basis as the Defective Pooled
Mortgage Loan; (v) has a remaining term to stated maturity not greater than, and
not more than one year less than, that of the Defective Pooled Mortgage Loan,
(vi) has a Stated Maturity Date not later than two years prior to the Rated
Final Distribution Date; (vii) has a then current loan-to-value ratio not higher
than, and a then current debt service coverage ratio not lower than, the
loan-to-value ratio and debt service coverage ratio, respectively, of the
Defective Pooled Mortgage Loan as of the Closing Date; (viii) has comparable
prepayment restrictions to those of the Defective Pooled Mortgage Loan; (ix)
will comply, as of the date of substitution, with all of the representations
relating to the Defective Pooled Mortgage Loan set forth in or made pursuant to
the related Pooled Mortgage Loan Purchase Agreement; (x) has a Phase I
Environmental Assessment relating to the related Mortgaged Property in its
Servicing File, which Phase I Environmental Assessment will evidence that there
is no material adverse environmental condition or circumstance at the related
Mortgaged Property for which further remedial action may be required under
applicable law; and (xi) constitutes a "qualified replacement mortgage" within
the meaning of Section 860G(a)(4) of the Code (as evidenced by an Opinion of
Counsel provided by the related Pooled Mortgage Loan Seller at its expense);
provided, however, that if more than one mortgage loan is to be substituted for
any Defective Pooled Mortgage Loan, then all such proposed Replacement Pooled
Mortgage Loans shall, in the aggregate, satisfy the requirement specified in
clause (i) of this definition and have a weighted average remaining term to
stated maturity that satisfies the condition described in clause (v) above and
each such proposed Replacement Pooled Mortgage Loan shall, individually, satisfy
each of the requirements specified in clauses (ii) through (iv) and clauses (vi)
through (xi) of this definition; and provided, further, that no mortgage loan
shall be substituted for a Defective Pooled Mortgage Loan unless (a) such
prospective Replacement Pooled Mortgage Loan shall be acceptable to the
Controlling Class Representative (or, if there is no Controlling Class
Representative then serving, to the Holders of Certificates representing a
majority of the Voting Rights allocated to the Controlling Class), in its (or
their) sole discretion, (b) each Rating Agency for the Rated Certificates shall
have confirmed in writing to the Trustee that such substitution will not in and
of itself result in an Adverse Rating Event with respect to any Class of Rated
Certificates (such written confirmation to be obtained by the related Pooled
Mortgage Loan Seller effecting the substitution) and (c) the related Pooled
Mortgage Loan Seller (at its expense) has delivered or caused to have been
delivered to the Trustee an Opinion of Counsel to the effect that the
substitution of such mortgage loan would not result in an Adverse REMIC Event
with respect to any REMIC Pool. When a Qualifying Substitute Mortgage Loan is
substituted for a Defective Pooled Mortgage Loan, the applicable Pooled 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.

          "Rated Certificate": Any of the Certificates to which a rating has
been assigned by a Rating Agency at the request of the Depositor.

          "Rated Final Distribution Date": With respect to each Class of Rated
Certificates, the Distribution Date in December 2038.

          "Rating Agency": With respect to (i) any Class of Rated Certificates,
each of S&P and Fitch, and (ii) any provision of this Agreement relating to any
Serviced Non-Pooled Mortgage Loan in which any Non-Pooled Pari Passu Companion
Loan Securities evidence interests or by which they are otherwise backed or
secured, each rating agency then rating any related class of such Non-Pooled
Pari Passu Companion Loan Securities or its respective successors in interest.


                                      -56-



          "Realized Loss": With respect to:

               (1) each Pooled Mortgage Loan as to which a Final Recovery
     Determination has been made (or any related successor REO Pooled Mortgage
     Loan as to which a Final Recovery Determination has been made as to the
     related REO Property), and with respect to each Pooled Mortgage Loan that
     is a Corrected Mortgage Loan on which all amounts have been fully paid
     under the terms of such Corrected Mortgage Loan (as it may have been
     modified), an amount (not less than zero) equal to the excess, if any, of
     (a) the sum of (i) the unpaid principal balance of such Pooled Mortgage
     Loan or REO Pooled Mortgage Loan, as the case may be, as of the
     commencement of the Collection Period in which the Final Recovery
     Determination was made or the final payment was made, as the case may be,
     plus (ii) without taking into account the amount described in subclause
     (1)(b) of this definition, all accrued but unpaid interest (exclusive,
     however, of any portion of such accrued but unpaid interest that represents
     Default Interest or, in the case of an ARD Mortgage Loan after its
     Anticipated Repayment Date, Additional Interest) on such Pooled Mortgage
     Loan or such REO Pooled Mortgage Loan, as the case may be, to but not
     including the Due Date in the Collection Period in which the Final Recovery
     Determination was made or such final payment was made, as the case may be,
     plus (iii) without duplication with amounts included under another
     subclause above, all related unreimbursed Servicing Advances (together with
     Unliquidated Advances in respect of prior Servicing Advances) and unpaid
     Liquidation Expenses, plus (iv) the amount of any and all related Special
     Servicing Fees, Liquidation Fees and/or Workout Fees with respect to such
     Mortgage Loan or successor REO Mortgage Loan, to the extent not previously
     reflected as Realized Loss with respect to such Mortgage Loan or successor
     REO Mortgage Loan, over (b) all payments and proceeds, if any, Received by
     the Trust in respect of such Pooled Mortgage Loan or, to the extent
     allocable to such REO Pooled Mortgage Loan, the related REO Property, as
     the case may be, during the Collection Period in which such Final Recovery
     Determination was made or such final payment was made, as the case may be;

               (2) each Pooled Mortgage Loan as to which any portion of the
     principal or previously accrued interest payable thereunder or any
     Unliquidated Advance was canceled in connection with a bankruptcy or
     similar proceeding involving the related Borrower or a modification,
     extension, waiver or amendment of such Mortgage Loan granted or agreed to
     by the applicable Master Servicer or the applicable Special Servicer
     pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled
     Mortgage Loan, by the related Non-Trust Master Servicer or the related
     Non-Trust Special Servicer pursuant to the related Non-Trust Servicing
     Agreement), the amount of such principal and/or interest (other than
     Default Interest and, in the case of an ARD Mortgage Loan after its
     Anticipated Repayment Date, Additional Interest) or Unliquidated Advance so
     canceled; and

               (3) each Pooled Mortgage Loan as to which the Mortgage Rate
     thereon has been permanently reduced and not recaptured for any period in
     connection with a bankruptcy or similar proceeding involving the related
     Borrower or a modification, extension, waiver or amendment of such Pooled
     Mortgage Loan granted or agreed to by the applicable Master Servicer or the
     applicable Special Servicer pursuant to Section 3.20 (or, in the case of a
     Non-Trust-Serviced Pooled Mortgage Loan, by the related Non-Trust Master
     Servicer or the related Non-Trust Special Servicer pursuant to the related
     Non-Trust Servicing Agreement), the amount of the consequent reduction in
     the interest portion of each successive Monthly Payment due thereon (on the
     related Due Date for the affected Monthly Payment).

          Notwithstanding the foregoing, any allocation of any Realized Loss to
any REMIC I Regular Interest, any REMIC II Regular Interest or any Class of
Principal Balance Certificates, as the case may be, may occur (i) in the case of
any amount described in clause (1) or clause (2) above, solely pursuant to, in
accordance with and to the extent provided by the combination of (x) the
accounting for such amount that occurs under the definition of "Stated Principal
Balance" and (y) the operation of Section 4.04 of this Agreement and (ii) in the
case of any amount described in clause (3) above, solely pursuant to, in
accordance with and to the extent provided by the operation of Section 4.04 of
this Agreement.

          "Realized Loss Report": With respect to each Collection Period, the
report in the form of and containing the information provided for on Exhibit E-4
hereto. The Realized Loss Report shall be in Excel format or such other


                                      -57-



format as is reasonably acceptable to the Master Servicers, the Servicer Report
Administrator, the Trustee, the Certificate Administrator and the Controlling
Class Representative.

          "Received by the Trust": In the case of: (a) a Non-Trust-Serviced
Pooled Mortgage Loan or any REO Property related thereto, received by the
Trustee (or the applicable Master Servicer on behalf of the Trustee), as holder
of the Mortgage Note for such Non-Trust-Serviced Pooled Mortgage Loan, on behalf
of the Trust; and (b) any Serviced Mortgage Loan or related REO Property,
received by a Master Servicer (or any Sub-Servicer thereof), a Special Servicer
(or any Sub-Servicer thereof) or the Trustee, as the case may be, on behalf of
the Trust and/or, in connection with a Serviced Mortgage Loan Group, the related
Serviced Non-Pooled Mortgage Loan Noteholder(s).

          "Record Date": With respect to any Distribution Date and each Class of
Certificates, the last Business Day of the month immediately preceding the month
in which such Distribution Date occurs.

          "Reference Rate": With respect to any Interest Accrual Period, the
applicable rate per annum set forth on the schedule attached hereto as Schedule
IV.

          "Registered Certificate": Any Certificate that has been the subject of
registration under the Securities Act. As of the Closing Date, the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-1A, Class A-M and Class A-J
Certificates constitute Registered Certificates.

          "Regulation AB": Subpart 229.1100 - Asset Backed Securities
(Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended
from time to time, and subject to such clarification and interpretation as have
been provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506 - 1,631
(January 7, 2005)) or by the staff of the Commission, or as may be provided by
the Commission or its staff from time to time.

          "Regulation S": Regulation S under the Securities Act.

          "Regulation S Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates offered and sold outside of the United
States in reliance on Regulation S, a single global Certificate, or multiple
global Certificates collectively, in definitive, fully registered form without
interest coupon, each of which Certificates bears a Regulation S Legend.

          "Regulation S Legend": With respect to any Class of Book-Entry
Non-Registered Certificates offered and sold outside the United States in
reliance on Regulation S, a legend generally to the effect that such
Certificates may not be offered, sold, pledged or otherwise transferred in the
United States or to a United States Securities Person prior to the Release Date
except pursuant to an exemption from the registration requirements of the
Securities Act.

          "Reimbursement Rate": The rate per annum applicable to the accrual of
Advance Interest, which rate per annum is equal to the "prime rate" published in
the "Money Rates" section of The Wall Street Journal, as such "prime rate" may
change from time to time. If The Wall Street Journal ceases to publish the
"prime rate", then the Trustee, in its sole discretion, shall select an
equivalent publication that publishes such "prime rate"; and if such "prime
rate" is no longer generally published or is limited, regulated or administered
by a governmental or quasi-governmental body, then the Trustee shall select a
comparable interest rate index. In either case, such selection shall be made by
the Trustee in its sole discretion and the Trustee shall notify the Master
Servicers and the Special Servicers in writing of its selection.

          "Release Date": The date that is 40 days following the later of (i)
the Closing Date and (ii) the commencement of the initial offering of the
Non-Registered Certificates in reliance on Regulation S.

          "Relevant Servicing Criteria" means the Servicing Criteria applicable
to each Reporting Servicer (as set forth, with respect to each Master Servicer,
the Special Servicer, each Primary Servicer, the Certificate Administrator and
the Trustee, on Schedule VIII attached hereto). For clarification purposes,
multiple Reporting Servicers can have


                                      -58-



responsibility for the same Relevant Servicing Criteria and some of the
Servicing Criteria will not be applicable to certain Reporting Servicers. With
respect to a Servicing Function Participant engaged by the Trustee, a Master
Servicer, the Special Servicer, a Primary Servicer, the Certificate
Administrator or any Sub-Servicer, the term "Relevant Servicing Criteria" may
refer to a portion of the Relevant Servicing Criteria applicable to the Trustee,
a Master Servicer, the Special Servicer, a Primary Servicer, the Certificate
Administrator or such Sub-Servicer.

          "REMIC": A "real estate mortgage investment conduit" as defined in
Section 860A through G of the Code.

          "REMIC I": The segregated pool of assets designated as such in Section
2.12(a).

          "REMIC I Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC I issued hereunder and, in each such
case, designated as a "regular interest" (within the meaning of Section
860G(a)(1) of the Code) in REMIC I. The REMIC I Regular Interests have the
designations and terms provided for in Section 2.12.

          "REMIC I Remittance Rate": The per annum rate at which interest
accrues in respect of any REMIC I Regular Interest during any Interest Accrual
Period, as set forth in or otherwise calculated in accordance with Section
2.12(f).

          "REMIC I Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC I
issued pursuant to this Agreement.

          "REMIC II": The segregated pool of assets designated as such in
Section 2.14(a).

          "REMIC II Regular Interest": Any of the separate non-certificated
beneficial ownership interests in REMIC II issued hereunder and, in each such
case, designated as a "regular interest" (within the meaning of Section
860G(a)(1) of the Code) in REMIC II. The REMIC II Regular Interests have the
designations provided for in the Preliminary Statement hereto. The REMIC II
Regular Interests have the terms provided for in Section 2.14.

          "REMIC II Remittance Rate": The per annum rate at which interest
accrues in respect of any REMIC II Regular Interest during any Interest Accrual
Period, as set forth in or otherwise calculated in accordance with Section
2.14(f).

          "REMIC II Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC II
issued pursuant to this Agreement.

          "REMIC III": The segregated pool of assets designated as such in
Section 2.16(a).

          "REMIC III Certificate": Any of the Interest Only Certificates and the
Principal Balance Certificates. The REMIC III Certificates have the terms
provided for in Section 2.16.

          "REMIC III Component": Any of the separate beneficial ownership
interests in REMIC III issued hereunder, evidenced by a Class of Interest Only
Certificates. The REMIC III Components have the designations provided for in the
Preliminary Statement hereto. The REMIC III Components have the terms provided
for in Section 2.16.

          "REMIC III Residual Interest": The sole uncertificated "residual
interest" (within the meaning of Section 860G(a)(2) of the Code) in REMIC III
issued pursuant to this Agreement.

          "REMIC Pool": Any of REMIC I, REMIC II or REMIC III.


                                      -59-



          "REMIC Provisions": The provisions of the federal income tax law
relating to real estate mortgage investment conduits, which appear at Sections
860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and proposed, temporary and final Treasury regulations and any
published rulings, notices and announcements promulgated thereunder, as the
foregoing may be in effect from time to time.

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

          "REO Account": A segregated custodial account or accounts created and
maintained by a Special Servicer, pursuant to and for the benefit of the Persons
specified in Section 3.16(b), which shall be entitled (i) in the case of the
General Special Servicer, "ARCap Servicing, Inc. [or the name of any successor
Special Servicer], as General Special Servicer, on behalf of LaSalle Bank
National Association [or the name of any successor Trustee], as Trustee, in
trust for the registered holders of Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14, and if
the account is established for the deposit of funds received in respect of one
or more REO Properties related to any Serviced Mortgage Loan Group for which it
is the applicable Special Servicer for the owners of the applicable Serviced
Non-Pooled Mortgage Loans, as their interests may appear, REO Account"; (ii) in
the case of the South Bay Galleria Special Servicer, "Prudential Asset Resources
Inc. [or the name of any successor South Bay Galleria Special Servicer], as
South Bay Galleria Special Servicer, on behalf of LaSalle Bank National
Association [or the name of any successor Trustee], as Trustee, in trust for the
registered holders of the Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14, and for the
owner of the South Bay Galleria Non-Pooled Subordinate Loan, REO Account"; and
(iii) in the case of The Tower Special Servicer, "ARCap Servicing, Inc. [or the
name of any successor Special Servicer], as General Special Servicer, on behalf
of LaSalle Bank National Association [or the name of any successor Trustee], as
Trustee, in trust for the registered holders of the Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2006-PWR14, and for the owner of The Tower Non-Pooled Mortgage Loan, REO
Account".

          "REO Acquisition": The acquisition of any REO Property pursuant to
Section 3.09 (or, in the case of any REO Property related to a
Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust
Servicing Agreement).

          "REO Disposition": The sale or other disposition of any REO Property
pursuant to Section 3.18 (or, in the case of any REO Property related to a
Non-Trust-Serviced Pooled Mortgage Loan, pursuant to the related Non-Trust
Servicing Agreement).

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

          "REO Mortgage Loan": The successor mortgage loan to a Mortgage Loan
(including those deemed to be outstanding with respect to a Serviced Non-Pooled
Mortgage Loan or a Non-Trust-Serviced Pooled Mortgage Loan), which successor
mortgage loan is deemed for purposes hereof to be outstanding with respect to
each REO Property. Each REO Mortgage Loan shall be deemed to provide for monthly
payments of principal and/or interest equal to its Assumed Monthly Payment and
otherwise to have the same terms and conditions as its predecessor Mortgage Loan
(such terms and conditions to be applied without regard to the default on such
predecessor Mortgage Loan and the acquisition of the related REO Property on
behalf of the Trust or, if applicable, in the case of any REO Property related
to any Mortgage Loan Group, on behalf of the Trust and the respective holders of
the related Non-Pooled Mortgage Loan(s)). Each REO Mortgage Loan shall be deemed
to have an initial unpaid principal balance and Stated Principal Balance equal
to the unpaid principal balance and Stated Principal Balance, respectively, of
its predecessor Mortgage Loan as of the date of the related REO Acquisition. All
Monthly Payments (other than a Balloon Payment), Assumed Monthly Payments (in
the case of a Balloon Mortgage Loan delinquent in respect of its Balloon
Payment) and other amounts due and owing, or deemed to be due and owing, in
respect of the predecessor Mortgage Loan as of the date of the related REO
Acquisition, shall be deemed to continue to be due and owing in respect of an
REO Mortgage Loan. In addition, all amounts payable or reimbursable to the
applicable Master Servicer, the applicable Special Servicer or the Trustee in
respect of the predecessor Mortgage Loan as of the date of the related REO
Acquisition, including any unpaid or unreimbursed Master


                                      -60-



Servicing Fees, Special Servicing Fees and Advances (together with Unliquidated
Advances in respect of prior Advances), together with any related unpaid Advance
Interest on such Advances (other than Unliquidated Advances), shall continue to
be payable or reimbursable in the same priority and manner pursuant to Section
3.05(a) to the applicable Master Servicer, the applicable Special Servicer, the
Trustee or the Trust, as the case may be, in respect of an REO Mortgage Loan.

          "REO Pooled Mortgage Loan": An REO Mortgage Loan that relates to a
predecessor Pooled Mortgage Loan.

          "REO Property": A Mortgaged Property acquired on behalf and in the
name of the Trustee for the benefit of the Certificateholders (and, in the case
of each such Mortgaged Property relating to a Serviced Mortgage Loan Group, also
on behalf of the related Serviced Non-Pooled Mortgage Loan Noteholder(s))
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; provided that a Mortgaged Property that secures a
Non-Trust-Serviced Pooled Mortgage Loan shall constitute an REO Property if and
when it is acquired under the related Non-Trust Servicing Agreement for the
benefit of the Trustee as the holder of such Non-Trust-Serviced Pooled Mortgage
Loan and of the holder of the related Non-Pooled Pari Passu Companion Loan
through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in
accordance with applicable law in connection with a default or imminent default
of such Non-Trust-Serviced Pooled Mortgage Loan.

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

          "REO Tax": As defined in Section 3.17(a).

          "Replacement Pooled Mortgage Loan": Any Qualifying Substitute Mortgage
Loan that is substituted by a Pooled Mortgage Loan Seller for a Defective Pooled
Mortgage Loan as contemplated by Section 2.03.

          "Reportable Event": As defined in Section 11.09.

          "Reporting Servicer": Each Master Servicer, the Special Servicer and
any Servicing Function Participant (including the Primary Servicers, the
Certificate Administrator, the Trustee and each Sub-Servicer), as the case may
be.

          "Request for Release": A request signed by a Servicing Officer of, as
applicable, a Master Servicer in the form of Exhibit C-1 attached hereto or a
Special Servicer in the form of Exhibit C-2 attached hereto.

          "Required Appraisal Loan": As defined in Section 3.19(a).

          "Required Claims-Paying Ratings": With respect to any insurance
carrier, claims-paying ability ratings at least equal to (i) in the case of
fidelity bond coverage provided by such insurance carrier, "A-" by Fitch and
"A-" by S&P, (ii) in the case of a policy or policies of insurance issued by
such insurance carrier covering loss occasioned by the errors and omissions of
officers and employees, "A-" by Fitch and "A-" by S&P, and (iii) in the case of
any other insurance coverage provided by such insurance carrier, "A-" by Fitch
and "A-" by S & P; provided, however, that (A) an insurance carrier shall be
deemed to have the applicable claims-paying ability ratings set forth above if
the obligations of such insurance carrier under the related insurance policy are
guaranteed or backed in writing by an entity that has long-term unsecured debt
obligations that are rated not lower than the ratings set forth above or
claims-paying ability ratings that are not lower than the ratings set forth
above; and (B) an insurance carrier shall be deemed to have the applicable
claims-paying ability ratings set forth above if the Rating Agency whose rating
requirement set forth in clause (i) or (ii), as applicable, of this definition
has not been met has confirmed in writing that such insurance carrier would not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates (and, if the insurance carrier is an issuer of an insurance policy
relating to a Serviced Mortgage Loan Group or one or more Mortgaged Properties
that secured such


                                      -61-



Serviced Mortgage Loan Group, as applicable, the related Serviced Mortgage Loan
Group Controlling Party has confirmed in writing that such insurance carrier is
acceptable to such Serviced Mortgage Loan Group Controlling Party), unless (with
respect to policies maintained by Borrowers) a higher claims-paying ability
rating is required under any of the Mortgage Loan Documents. In connection with
insurance coverage related to one or more of the PCF Pooled Mortgage Loans or
PCFII Pooled Mortgage Loans or to the obligations of the applicable Master
Servicer (or a Primary Servicer serving on its behalf) with respect to one or
more PCF Pooled Mortgage Loans or PCFII Pooled Mortgage Loans, insurance carried
through Lloyd's of London shall be deemed to have been issued by an insurer with
the Required Claims-Paying Ratings, so long as Lloyd's of London has a financial
strength rating of not less than "A-" by each of S&P and A.M. Best.

          "Reserve Account": Any of the accounts established and maintained
pursuant to Section 3.03(d).

          "Reserve Funds": With respect to any Mortgage Loan, any amounts
delivered by the related Borrower to be held in escrow by or on behalf of the
mortgagee representing: (i) reserves for repairs, replacements, capital
improvements and/or environmental testing and remediation with respect to the
related Mortgaged Property; (ii) reserves for tenant improvements and leasing
commissions; (iii) reserves for debt service; or (iv) amounts to be applied as a
Principal Prepayment on such Mortgage Loan or held as Additional Collateral in
the event that certain leasing or other economic criteria in respect of the
related Mortgaged Property are not met.

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

          "Responsible Officer": When used (a) with respect to the Certificate
Administrator, any Vice President, any Trust Officer, any Assistant Secretary or
any other officer of the Certificate Administrator customarily performing
functions similar to those performed by any of the above designated officers and
having direct responsibility for the administration of this Agreement; and (b)
with respect to the Trustee, any Vice President or Trust Officer thereof.

          "Restricted Servicer Reports": Each of the CMSA Servicer Watch List,
the CMSA Operating Statement Analysis Report, the CMSA NOI Adjustment Worksheet,
the CMSA Financial File, the CMSA Property File and the CMSA Comparative
Financial Status Report.

          "Rule 144A Global Certificate": With respect to any Class of
Book-Entry Non-Registered Certificates, a single global Certificate, or multiple
global Certificates collectively, registered in the name of the Depository or
its nominee, in definitive, fully registered form without interest coupons, each
of which Certificates bears a Qualified Institutional Buyer CUSIP number and
does not bear a Regulation S Legend.

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

          "Sarbanes-Oxley Certification": As defined in Section 11.08.

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

          "Security Agreement": With respect to any Mortgage Loan, any security
agreement, chattel mortgage or similar document or instrument creating in favor
of the holder of such Mortgage a security interest in the personal property
constituting security for repayment of such Mortgage Loan.


                                      -62-



          "Service(s)(ing)": In accordance with Regulation AB, the act of
servicing and administering the Pooled Mortgage Loans or any other assets of the
Trust by an entity that meets the definition of "servicer" set forth in Item
1101 of Regulation AB and is subject to the disclosure requirements set forth in
Item 1108 of Regulation AB. For clarification purposes, any uncapitalized
occurrence of this term shall have the meaning commonly understood by
participants in the commercial mortgage-backed market.

          "Serviced Mortgage Loan": Any Mortgage Loan (including a Specially
Serviced Mortgage Loan, but excluding an REO Mortgage Loan) other than a
Non-Trust-Serviced Pooled Mortgage Loan (and any Non-Pooled Mortgage Loan that
is related to such Non-Trust-Serviced Pooled Mortgage Loan).

          "Serviced Mortgage Loan Group": Each group of mortgage loans (if any)
that is part of a split loan structure that is principally serviced and
administered under this Agreement as identified in the Preliminary Statement
hereto. For the avoidance of doubt, only the South Bay Galleria Loan Group and
The Tower Loan Group constitute Serviced Mortgage Loan Groups.

          "Serviced Mortgage Loan Group Controlling Party": In connection with a
Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled
Subordinate Loans, the holder(s) of the related Mortgage Loans that constitute
the "controlling lender" or "directing lender", or are otherwise designated as
the noteholders whose consent or consultation is required as a condition to
various actions proposed to be taken by the servicer of such Mortgage Loan
Group, if and as contemplated by the related Mortgage Loan Group Intercreditor
Agreement, which holders are, in the case of the South Bay Galleria Loan Group,
the South Bay Galleria Controlling Party. For purposes of this Agreement, there
is no Serviced Mortgage Loan Group Controlling Party for The Tower Loan Group
but this statement shall not be construed to limit the rights of The Tower
Non-Pooled Mortgage Loan Noteholder under the related Mortgage Loan Group
Intercreditor Agreement.

          "Serviced Non-Pooled Mortgage Loan": Each of the mortgage loans (if
any), other than a Pooled Mortgage Loan, that is part of a split loan structure
that is principally serviced and administered under this Agreement as identified
in the Preliminary Statement hereto. For the avoidance of doubt, only the South
Bay Galleria Non-Pooled Subordinate Loan and The Tower Non-Pooled Mortgage Loan
constitute Serviced Non-Pooled Mortgage Loans hereunder.

          "Serviced Non-Pooled Mortgage Loan Noteholder": The holder of the
promissory note evidencing any Serviced Non-Pooled Mortgage Loan.

          "Serviced Non-Pooled Pari Passu Companion Loan": Each of the mortgage
loans (if any), other than a Pooled Mortgage Loan, that is part of a split loan
structure that is principally serviced and administered under this Agreement, is
secured by the same Mortgage encumbering a Pooled Mortgage Loan and is pari
passu in right of payment with that Pooled Mortgage Loan. The Serviced
Non-Pooled Pari Passu Companion Loans are not "Pooled Mortgage Loans" or part of
the Trust Fund, any REMIC Pool or any Grantor Trust Pool. For the avoidance of
doubt, The Tower Non-Pooled Mortgage Loan will constitute a Serviced Non-Pooled
Pari Passu Companion Loan from and after the date (if any) when The Tower
Non-Pooled Mortgage Loan has become pari passu in right of payment with The
Tower Pooled Mortgage Loan pursuant to The Tower Intercreditor Agreement and no
other Mortgage Loan initially constitutes or subsequently will constitute a
Serviced Non-Pooled Pari Passu Companion Loan under this Agreement.

          "Serviced Non-Pooled Pari Passu Companion Loan Noteholder": The holder
of the promissory note evidencing any Serviced Non-Pooled Pari Passu Companion
Loan.

          "Serviced Non-Pooled Subordinate Loan": Each of the mortgage loans (if
any), other than a Pooled Mortgage Loan, that is part of a split loan structure
that is principally serviced and administered under this Agreement, is secured
by the same Mortgage encumbering a Pooled Mortgage Loan and is subordinate in
right of payment with that Pooled Mortgage Loan. The Serviced Non-Pooled
Subordinate Loans are not "Pooled Mortgage Loans" or part of the Trust Fund, any
REMIC Pool or any Grantor Trust Pool. For the avoidance of doubt, only the South
Bay Galleria Non-


                                      -63-



Pooled Subordinate Loan and, unless it has become pari passu in right of payment
with The Tower Pooled Mortgage Loan pursuant to The Tower Intercreditor
Agreement, The Tower Non-Pooled Mortgage Loan constitute Serviced Non-Pooled
Subordinate Loans hereunder.

          "Serviced Non-Pooled Subordinate Noteholder": The holder of a Serviced
Non-Pooled Subordinate Loan.

          "Serviced Pooled Mortgage Loan": Any Pooled Mortgage Loan that is a
Serviced Mortgage Loan.

          "Servicer Report Administrator": Wells Fargo Bank, National
Association as a Master Servicer (without regard to the final sentence of the
definition of "Master Servicer") or any successor thereto appointed as provided
herein.

          "Servicer Report Administrator Fee": With respect to each Pooled
Mortgage Loan and REO Pooled Mortgage Loan, the fee designated as such and
payable to the Servicer Report Administrator pursuant to Section 8.05(a).

          "Servicer Report Administrator Fee Rate": Five ten-thousands of one
percent (0.0005%) per annum.

          "Servicing Account": The account or accounts established and
maintained pursuant to Section 3.03(a).

          "Servicing Advances": All customary, reasonable and necessary
"out-of-pocket" costs and expenses, including reasonable attorneys' fees and
expenses, incurred or to be incurred, as the context requires, by the applicable
Master Servicer or the applicable Special Servicer (or, if applicable, the
Trustee) in connection with the servicing of a Serviced Mortgage Loan (or, in
the limited circumstances set forth in Section 3.01(g), in connection with the
servicing of a Non-Trust-Serviced Pooled Mortgage Loan) as to which a default,
delinquency or other unanticipated event has occurred or is imminent, or in
connection with the administration of any Administered REO Property, including:

               (1) any such costs and expenses associated with (a) compliance
     with the obligations of the applicable Master Servicer and/or the
     applicable Special Servicer set forth in Sections 2.03, 3.03(c) and 3.09,
     (b) the preservation, insurance, restoration, protection and management of
     either a Mortgaged Property securing a Serviced Mortgage Loan or an
     Administered REO Property, including the cost of any "force placed"
     insurance policy purchased by the applicable Master Servicer or the
     applicable Special Servicer to the extent such cost is allocable to a
     particular Mortgaged Property that the applicable Master Servicer or
     Special Servicer is required to cause to be insured pursuant to Section
     3.07(a), (c) obtaining any Insurance Proceeds, Condemnation Proceeds or
     Liquidation Proceeds in respect of any such Serviced Mortgage Loan or any
     Administered REO Property, (d) any enforcement or judicial proceedings with
     respect to any such Mortgage Loan, including foreclosures and similar
     proceedings, (e) the operation, management, maintenance and liquidation of
     any Administered REO Property, (f) obtaining any Appraisal required to be
     obtained hereunder, and (g) UCC filings (to the extent that the costs
     thereof are not reimbursed by the related Borrower), and

               (2) the reasonable and direct out-of-pocket travel expenses
     incurred by the applicable Special Servicer in connection with performing
     inspections pursuant to Section 3.12(a);

provided that, notwithstanding anything to the contrary, "Servicing Advances"
shall not include (A) allocable overhead of a Master Servicer, a Special
Servicer or the Trustee, as the case may be, such as costs for office space,
office equipment, supplies and related expenses, employee salaries and related
expenses and similar internal costs and expenses, (B) costs incurred by or on
behalf of any such party hereto or any Affiliate thereof in connection with its
purchase of any Mortgage Loan or REO Property pursuant to any provision of this
Agreement or any intercreditor agreement or similar agreement or (C) costs or
expenses expressly required under this Agreement to be borne by a Master
Servicer, a Special Servicer or the Trustee.


                                      -64-



          "Servicing Advances" shall also include, however, any other
expenditure which is expressly designated as a "Servicing Advance" herein. All
Emergency Advances made by a Master Servicer at the direction of the applicable
Special Servicer hereunder shall be considered "Servicing Advances" for the
purposes hereof.

          "Servicing Criteria": The criteria set forth in paragraph (d) of Item
1122 of Regulation AB, as such may be amended from time to time.

          "Servicing File": Any documents (other than documents required to be
part of the related Mortgage File, but including originals or copies of all
management agreements which are not covered by clause (xvii) of the definition
of "Mortgage File") that are in the possession or under the control of, or that
are required (pursuant to the applicable Pooled Mortgage Loan Purchase
Agreement, this Agreement or otherwise) to be delivered and actually have been
delivered to, as the context may require, the applicable Master Servicer or the
applicable Special Servicer and relating to the origination and servicing of any
Mortgage Loan or the administration of any REO Property and reasonably necessary
for the ongoing administration and/or servicing of the applicable Mortgage Loan,
including any documents delivered by a Pooled Mortgage Loan Seller as described
in clause (i) of Section 2.01(f).

          "Servicing Function Participant": Any Person, other than a Master
Servicer and the Special Servicer, that, within the meaning of Item 1122 of
Regulation AB, is primarily responsible for performing activities addressed by
the Servicing Criteria, unless such Person's activities relate only to 5% or
less of the Pooled Mortgage Loans (based on their Stated Principal Balance). For
clarification purposes, the Trustee, the Primary Servicers and the Certificate
Administrators are each a Servicing Function Participant.

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

          "Servicing Released Bid": As defined in Section 7.01(c).

          "Servicing Retained Bid": As defined in Section 7.01(c).

          "Servicing Return Date": With respect to any Corrected Mortgage Loan,
the date that servicing thereof is returned by the Special Servicer to the
applicable Master Servicer pursuant to Section 3.21(a).

          "Servicing Standard": With respect to each of the Master Servicers and
each of the Special Servicers, to service and administer the Serviced Mortgage
Loans and any Administered REO Properties that such party is obligated to
service and administer pursuant to this Agreement in the best interests and for
the benefit of the Certificateholders (or, in the case of a Serviced Mortgage
Loan Group, for the benefit of the Certificateholders and the related Serviced
Non-Pooled Mortgage Loan Noteholders) (as determined by the applicable Master
Servicer or the applicable Special Servicer, as the case may be, in its good
faith and reasonable judgment), as a collective whole (it being understood, in
the case of a Serviced Mortgage Loan Group containing any Non-Pooled Subordinate
Loan, that the interests of the related Non-Pooled Subordinate Noteholder are
junior promissory notes, subject to the terms and conditions of the related
Mortgage Loan Group Intercreditor Agreement), in accordance with applicable law
and the terms of this Agreement, and the respective Mortgage Loans (including,
with respect to a Serviced Mortgage Loan Group, the related Mortgage Loan Group
Intercreditor Agreement, as applicable) and, to the extent consistent with the
foregoing, in accordance with the following standards:

               (a) with the same care, skill, prudence and diligence as it
     services and administers comparable mortgage loans and manages real
     properties on behalf of third parties or on behalf of itself, whichever is
     the higher standard with respect to mortgage loans and REO properties that
     are comparable to those for which it


                                      -65-



     is responsible hereunder, giving due consideration to customary and usual
     standards of practice utilized by prudent institutional commercial mortgage
     loan servicers under comparable circumstances;

               (b) with a view to: (i) in the case of a Master Servicer, the
     timely collection of all scheduled payments of principal and interest,
     including Balloon Payments, under the Serviced Mortgage Loans and the full
     collection of all Prepayment Premiums and Yield Maintenance Charges that
     may become payable under the Serviced Mortgage Loans, and (ii) in the case
     of the applicable Special Servicer and any Serviced Mortgage Loan that is
     (A) a Specially Serviced Mortgage Loan or (B) a Serviced Mortgage Loan as
     to which the related Mortgaged Property has become an Administered REO
     Property, the maximization of recovery on such Mortgage Loan to the
     Certificateholders (or, in the case of a Serviced Mortgage Loan Group, to
     the Certificateholders and the related Serviced Non-Pooled Mortgage Loan
     Noteholders, as applicable), as a collective whole (it being understood, in
     the case of a Serviced Mortgage Loan Group containing any Non-Pooled
     Subordinate Loan, that the interests of the related Non-Pooled Subordinate
     Noteholder are junior promissory notes, subject to the terms and conditions
     of the related Mortgage Loan Group Intercreditor Agreement), of principal
     and interest, including Balloon Payments, on a present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to the Certificateholders (or, in the case of a Serviced Mortgage Loan
     Group, to the Certificateholders and the related Serviced Non-Pooled
     Mortgage Loan Noteholder, as applicable), as a collective whole, to be
     performed at a rate determined by the applicable Special Servicer but in no
     event less than the related Net Mortgage Rate (or, in the case of a
     Serviced Mortgage Loan Group, less than the weighted average of the Net
     Mortgage Rates for the Mortgage Loans in such Serviced Mortgage Loan
     Group)); and

               (c) without regard to (i) any known relationship that the
     applicable Master Servicer or the applicable Special Servicer, as the case
     may be, or any of its Affiliates may have with a related Borrower, a
     Mortgage Loan Seller or any other party to this Agreement, (ii) the
     ownership of any Certificate or any interest in any other Mortgage Loan in
     a Mortgage Loan Group by the applicable Master Servicer or the applicable
     Special Servicer, as the case may be, or any of its Affiliates, (iii) the
     obligation of the applicable Master Servicer to make Advances or otherwise
     to incur servicing expenses with respect to any Serviced Mortgage Loan or
     Administered REO Property (or, if applicable, to make P&I Advances or (to
     the limited extent set forth herein) Servicing Advances with respect to a
     Non-Trust-Serviced Pooled Mortgage Loan), (iv) the obligation of the
     applicable Special Servicer to make, or direct the applicable Master
     Servicer to make, Servicing Advances (including Emergency Advances) or
     otherwise to incur servicing expenses with respect to any Serviced Mortgage
     Loan or Administered REO Property, (v) the right of the applicable Master
     Servicer or the applicable Special Servicer, as the case may be, or any of
     its Affiliates to receive reimbursement of costs, or the sufficiency of any
     compensation payable to it, hereunder or with respect to any particular
     transaction, (vi) any ownership, servicing and/or management by the
     applicable Master Servicer or the applicable Special Servicer, as the case
     may be, or any of its Affiliates, of any other mortgage loans or real
     property, (vii) the ownership by the applicable Master Servicer or the
     applicable Special Servicer, as the case may be, or any of its Affiliates
     of any other debt owed by, or secured by ownership interests in, any of the
     Borrowers or any Affiliate of a Borrower, and (viii) the obligations of the
     applicable Master Servicer or the applicable Special Servicer, as the case
     may be, or any of its Affiliates to repurchase any Pooled Mortgage Loan
     from the Trust Fund, or to indemnify the Trust Fund, in any event as a
     result of a Material Breach or a Material Document Defect;

provided that the foregoing standards shall apply with respect to a
Non-Trust-Serviced Pooled Mortgage Loan and any related REO Property only to the
extent that the applicable Master Servicer or the applicable Special Servicer
has any express duties or rights to grant consent with respect thereto pursuant
to this Agreement.

          "Servicing Transfer Event": With respect to any Serviced Mortgage
Loan, the occurrence of any of the events described in clauses (a) through (h)
of the definition of "Specially Serviced Mortgage Loan".


                                      -66-



          "Sole Certificateholder(s)": Any Holder or group of Holders, as the
case may be, of 100% of the then outstanding Certificates.

          "South Bay Galleria Change of Control Event": The event that occurs by
operation of Section 18(a) of the South Bay Galleria Intercreditor Agreement if,
as of any date of determination, either the South Bay Galleria Non-Pooled
Subordinate Noteholder is the Borrower under the South Bay Galleria Loan Group
or an Affiliate thereof or (a)(1) the then outstanding principal balance of the
South Bay Galleria Non-Pooled Subordinate Loan (inclusive of the principal
amount of any future advances and/or supplemental financing that are made after
the Cut-off Date pursuant to the right of the related Borrower to receive one or
more future advances under the South Bay Galleria Non-Pooled Subordinate Loan)
minus (2) the sum of (x) any Appraisal Reduction Amounts allocable to the South
Bay Galleria Non-Pooled Subordinate Loan, (y) any realized losses allocable to
the South Bay Galleria Non-Pooled Subordinate Loan, and (z) any Additional Trust
Fund Expenses attributable to the South Bay Galleria Non-Pooled Subordinate
Loan, is less than (b) 25% of the difference between (1) the initial principal
balance of the South Bay Galleria Non-Pooled Subordinate Loan (plus the
principal amount of any future advances and/or supplemental financing that are
made after the Cut-off Date pursuant to the right of the related Borrower to
receive one or more future advances under the South Bay Galleria Non-Pooled
Subordinate Loan) minus (2) any payments of principal (whether as scheduled
amortization, prepayments or otherwise) allocated to, and received on, the South
Bay Galleria Non-Pooled Subordinate Loan, made by the related Borrower.

          "South Bay Galleria Controlling Party": The South Bay Galleria
Non-Pooled Subordinate Noteholder at any time when a South Bay Galleria Change
of Control Event does not exist or the Controlling Class Representative at any
time when a South Bay Galleria Change of Control Event exists.

          "South Bay Galleria Intercreditor Agreement": That certain Co-Lender
Agreement, dated as of December 19, 2006, by and between PMCF as initial note A
holder and The Prudential Insurance Company of America, as initial note B
holder.

          "South Bay Galleria Loan Group": Collectively, the South Bay Galleria
Pooled Mortgage Loan and the South Bay Galleria Non-Pooled Subordinate Loan
(including any successor REO Mortgage Loans with respect to such loans).

          "South Bay Galleria Mortgaged Property": The Mortgaged Property
identified on the Pooled Mortgage Loan Schedule as "South Bay Galleria".

          "South Bay Galleria Non-Pooled Subordinate Loan": The mortgage loan,
with an outstanding principal balance as of the Cut-off Date of $30,000,000, and
providing for one or more future advances and/or supplemental financing after
the Cut-off Date, that is secured by the same Mortgage encumbering the South Bay
Galleria Mortgaged Property as the South Bay Galleria Pooled Mortgage Loan and
is subordinate in right of payment to the South Bay Galleria Pooled Mortgage
Loan and is held as of the Closing Date by The Prudential Insurance Company of
America. The South Bay Galleria Non-Pooled Subordinate Loan is not a "Pooled
Mortgage Loan" or part of the Trust Fund, any REMIC Pool or any Grantor Trust
Pool.

          "South Bay Galleria Non-Pooled Subordinate Noteholder": The holder or
holders of the related Mortgage Note evidencing the South Bay Galleria
Non-Pooled Subordinate Loan.

          "South Bay Galleria Pooled Mortgage Loan": The Pooled Mortgage Loan in
the original principal amount of $100,000,000 that is secured by the Mortgage
encumbering the South Bay Galleria Mortgaged Property.

          "South Bay Galleria Special Servicer": PAR, in its capacity as special
servicer with respect to the South Bay Galleria Loan Group, or any successor
special servicer of the South Bay Galleria Loan Group appointed as provided
herein.


                                      -67-



          "South Bay Galleria Sub-Servicer": Any Sub-Servicer of the South Bay
Galleria Loan Group appointed by the applicable Master Servicer in accordance
with the terms hereof.

          "South Bay Galleria Sub-Servicing Agreement": The Sub-Servicing
Agreement between the South Bay Galleria Sub-Servicer, if any, and the
applicable Master Servicer.

          "Special Servicer": Each of the General Special Servicer and the South
Bay Galleria Special Servicer, as applicable.

          "Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and each REO Mortgage Loan (other than any REO Property related to
a Non-Trust-Serviced Pooled Mortgage Loan), the fee designated as such and
payable to the applicable Special Servicer pursuant to the first paragraph of
Section 3.11(c).

          "Special Servicing Fee Rate": With respect to each Specially Serviced
Mortgage Loan and each REO Mortgage Loan (other than any REO Property related to
a Non-Trust-Serviced Pooled Mortgage Loan), 0.25% per annum.

          "Specially Designated Defaulted Pooled Mortgage Loan": A Serviced
Pooled Mortgage Loan that both (A) is a Specially Serviced Mortgage Loan and (B)
either (i) is delinquent 120 days or more with respect to any Balloon Payment or
60 days or more with respect to any other Monthly Payment, with 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, or (ii) is a Pooled
Mortgage Loan as to which the amounts due thereunder have been accelerated
following any other material default.

          "Specially Designated Mortgage Loan Documents": With respect to any
Pooled Mortgage Loan, subject to Section 1.04, the following documents on a
collective basis:

               (i) the original executed Mortgage Note or alternatively, if the
     original executed Mortgage Note has been lost, a lost note affidavit and
     indemnity with a copy of such Mortgage Note;

               (ii) an original or a copy of the Mortgage, in each case (unless
     the particular item has been sent for recording but has not been returned
     from the applicable recording office) with evidence of recording indicated
     thereon; provided that if such original Mortgage cannot be delivered with
     evidence of recording thereon on or prior to the 90th day following the
     Closing Date because of a delay caused by the public recording office where
     such original Mortgage has been delivered for recordation or because such
     original Mortgage has been lost, there shall be delivered to the Trustee or
     a Custodian on its behalf a true and correct copy of such Mortgage,
     together with (A) in the case of a delay caused by the public recording
     office, an Officer's Certificate of the applicable Pooled Mortgage Loan
     Seller stating that such original Mortgage has been sent to the appropriate
     public recording official for recordation or (B) in the case of an original
     Mortgage that has been lost after recordation, a certification by the
     appropriate county recording office where such Mortgage is recorded that
     such copy is a true and complete copy of the original recorded Mortgage;

               (iii) the original or a copy of any related Assignment of Leases
     (if any such item is a document separate from the Mortgage), in each case
     (unless the particular item has been sent for recording but has not been
     returned from the applicable recorder) with evidence of recording thereon;

               (iv) the original or a copy of the policy or certificate of
     lender's title insurance issued in connection with such Mortgage Loan (or,
     if the policy has not yet been issued, an original or copy of a written
     commitment "marked-up" at the closing of such Mortgage Loan, interim binder
     or the pro forma title insurance policy, in each case evidencing a binding
     commitment to issue such policy);

               (v) if a material portion of the interest of the Borrower in the
     related Mortgaged Property consists of a leasehold interest, the original
     or a copy of the Ground Lease relating to such Mortgage Loan;


                                      -68-



               (vi) except in the case of a Non-Trust-Serviced Pooled Mortgage
     Loan, if any documents relating to, evidencing or constituting Additional
     Collateral for such Mortgage Loan are in the form of a Letter of Credit,
     the original of any such Letter of Credit (except that either (x) the
     "Mortgage File" shall initially contain the original of such Letter of
     Credit (and a copy of such Letter of Credit shall initially be delivered to
     the applicable Master Servicer) and, thereafter, such original shall be
     delivered to the applicable Master Servicer (with a copy of such Letter of
     Credit to be maintained by the Trustee) with reasonable promptness
     following request in connection with the applicable Master Servicer's
     performance of its duties hereunder, or (y) the "Mortgage File" shall
     initially contain a copy of such Letter of Credit and the original of such
     Letter of Credit shall initially be delivered to the applicable Master
     Servicer (or a Primary Servicer on its behalf) and, thereafter, such
     original shall be maintained by such Master Servicer (or a Primary Servicer
     on its behalf)); and

               (vii) if the related Mortgaged Property is a hospitality property
     that is subject to a franchise or similar arrangement, (a) an original or a
     copy of any franchise or similar agreement and (b) either (i) a signed copy
     of the comfort letter delivered by the franchisor or similar person for the
     benefit of the holder of the Mortgage Loan in connection with the Pooled
     Mortgage Loan Seller's origination or acquisition of the Mortgage Loan,
     together with such instrument(s) of notice or transfer (if any) as are
     necessary to transfer or assign to the Trust or the Trustee the benefits of
     such comfort letter, or (ii) a copy of the comfort letter delivered by the
     franchisor or similar person for the benefit of the holder of the Mortgage
     Loan in connection with such origination or acquisition of the Mortgage
     Loan, together with a signed copy or a fax copy of a new comfort letter (in
     substantially the same form and substance as the comfort letter delivered
     in connection with such origination or acquisition) by the franchisor or
     similar person for the benefit of the Trust or the Trustee (and, if a fax
     copy of a new comfort letter is delivered, then the original copy shall be
     included in the "Mortgage File" promptly following receipt thereof by the
     related Pooled Mortgage Loan Seller).

          "Specially Serviced Mortgage Loan": Any Serviced Mortgage Loan as to
which any of the following events has occurred:

               (a) the related Borrower has failed to make when due any Balloon
     Payment, and the Borrower has not delivered to the applicable Master
     Servicer, on or prior to the due date of such Balloon Payment, a written
     refinancing commitment from an acceptable lender and reasonably
     satisfactory in form and substance to the applicable Master Servicer which
     provides that such refinancing will occur within 120 days after the date on
     which such Balloon Payment will become due (provided that such Mortgage
     Loan shall immediately become a Specially Serviced Mortgage Loan if either
     (x) such refinancing does not occur before the expiration of the time
     period for refinancing specified in such binding commitment or (y) the
     applicable Master Servicer is required to make a P&I Advance in respect of
     such Mortgage Loan (or, in the case of any Serviced Non-Pooled Mortgage
     Loan, in respect of the Pooled Mortgage Loan included in the same Serviced
     Mortgage Loan Group) at any time prior to such a refinancing); or

               (b) the related Borrower has failed to make when due any Monthly
     Payment (other than a Balloon Payment) or any other payment (other than a
     Balloon Payment) required under the related Mortgage Note or the related
     Mortgage, which failure has continued unremedied for sixty (60) days; or

               (c) the applicable Master Servicer determines (in accordance with
     the Servicing Standard) that a default in making any Monthly Payment (other
     than a Balloon Payment) or any other material payment (other than a Balloon
     Payment) required under the related Mortgage Note or the related Mortgage
     is likely to occur in the foreseeable future, and such default is likely to
     remain unremedied for at least sixty (60) days beyond the date on which the
     subject payment will become due; or the applicable Master Servicer
     determines (in accordance with the Servicing Standard) that a default in
     making a Balloon Payment is likely to occur in the foreseeable future, and
     such default is likely to remain unremedied for at least sixty (60) days
     beyond the date on which such Balloon Payment will become due (or, if the
     Borrower has delivered a written refinancing commitment from an acceptable
     lender and reasonably satisfactory in form and substance to the applicable
     Master Servicer which provides that such refinancing will occur within 120
     days following the date on which such


                                      -69-



     Balloon Payment will become due, such Master Servicer determines (in
     accordance with the Servicing Standard) that (A) the Borrower is likely not
     to make one or more Assumed Monthly Payments prior to such a refinancing or
     (B) such refinancing is not likely to occur within 120 days following the
     date on which such Balloon Payment will become due); or

               (d) there shall have occurred a default (including, in the
     applicable Master Servicer's or the Special Servicer's judgment, the
     failure of the related Borrower to maintain any insurance required to be
     maintained pursuant to the related Mortgage Loan Documents, unless such
     default has been waived in accordance with Section 3.07 or Section 3.20
     hereof) under the related Mortgage Loan Documents, other than as described
     in clause (a), (b) or (c) above, that may, in the applicable Master
     Servicer's or the applicable Special Servicer's good faith and reasonable
     judgment, materially impair the value of the related Mortgaged Property as
     security for such Mortgage Loan or otherwise materially and adversely
     affect the interests of Certificateholders (or, in the case of any Serviced
     Non-Pooled Mortgage Loan, the interests of the related Serviced Non-Pooled
     Mortgage Loan Noteholder(s)), which default has continued unremedied for
     the applicable cure period under the terms of such Mortgage Loan (or, if no
     cure period is specified, 60 days); or

               (e) 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, marshalling of assets and liabilities or
     similar proceedings, or for the winding-up or liquidation of its affairs,
     shall have been entered against the related Borrower and such decree or
     order shall have remained in force undischarged or unstayed for a period of
     60 days; or

               (f) the related Borrower shall have consented to the appointment
     of a conservator or receiver or liquidator in any insolvency, readjustment
     of debt, marshalling of assets and liabilities or similar proceedings of or
     relating to such Borrower or of or relating to all or substantially all of
     its property; or

               (g) the related Borrower shall have admitted in writing its
     inability to pay its debts generally as they become due, filed a petition
     to take advantage of any applicable insolvency or reorganization statute,
     made an assignment for the benefit of its creditors, or voluntarily
     suspended payment of its obligations; or

               (h) the applicable Master Servicer or the applicable Special
     Servicer shall have received notice of the commencement of foreclosure or
     similar proceedings with respect to the related Mortgaged Property;

provided that a Serviced Mortgage Loan will cease to be a Specially Serviced
Mortgage Loan, when a Liquidation Event has occurred in respect of such Mortgage
Loan, or at such time as such of the following as are applicable occur with
respect to the circumstances identified above that caused such Mortgage Loan to
be characterized as a Specially Serviced Mortgage Loan (and provided that no
other Servicing Transfer Event then exists):

               (I) with respect to the circumstances described in clauses (a)
     and (b) above, the related Borrower has made three consecutive full and
     timely Monthly Payments under the terms of such Mortgage Loan (as such
     terms may be changed or modified in connection with a bankruptcy or similar
     proceeding involving the related Borrower or by reason of a modification,
     waiver or amendment granted or agreed to by the applicable Master Servicer
     or the applicable Special Servicer pursuant to Section 3.20);

               (II) with respect to the circumstances described in clauses (c),
     (e), (f), and (g) above, such circumstances cease to exist in the good
     faith reasonable judgment, exercised in accordance with the Servicing
     Standard, of the applicable Special Servicer;

               (III) with respect to the circumstances described in clause (d)
     above, such default is cured in the good faith reasonable judgment,
     exercised in accordance with the Servicing Standard, of the applicable
     Special Servicer; and


                                      -70-



               (IV) with respect to the circumstances described in clause (h)
     above, such proceedings are terminated.

          Notwithstanding the foregoing, if a Servicing Transfer Event exists as
contemplated above in this definition for any Mortgage Loan in a Serviced
Mortgage

          Loan Group, it shall be deemed to exist for the other Mortgage Loans
in such Serviced Mortgage Loan Group.

          "Specially Serviced Pooled Mortgage Loan": A Serviced Pooled Mortgage
Loan that constitutes a Specially Serviced Mortgage Loan. Notwithstanding
anything herein to the contrary, in no event shall a Non-Trust-Serviced Pooled
Mortgage Loan constitute a Specially Serviced Pooled Mortgage Loan hereunder.

          "Startup Day": With respect to each REMIC Pool, the day designated as
such in Section 2.12(a) (in the case of REMIC I), Section 2.14(a) (in the case
of REMIC II) or Section 2.16(a) (in the case of REMIC III), as applicable.

          "Stated Maturity Date": With respect to any Mortgage Loan, the Due
Date specified in the related Mortgage Note (as in effect on the Closing Date
or, in the case of a Replacement Pooled Mortgage Loan, on the related date of
substitution) on which the last payment of principal is due and payable under
the terms of such Mortgage Note, without regard to any change in or modification
of such terms in connection with a bankruptcy or similar proceeding involving
the related Borrower or a modification, waiver or amendment of such Mortgage
Loan granted or agreed to by the applicable Master Servicer or Special Servicer
pursuant to Section 3.20 (or, in the case of a Non-Trust-Serviced Pooled
Mortgage Loan, by the related Non-Trust Master Servicer or the related Non-Trust
Special Servicer pursuant to the related Non-Trust Servicing Agreement) and, in
the case of an ARD Mortgage Loan, without regard to its Anticipated Repayment
Date.

          "Stated Principal Balance": With respect to any Pooled Mortgage Loan
(and any successor REO Pooled Mortgage Loan with respect thereto), a principal
balance which (a) initially shall equal the unpaid principal balance thereof as
of the related Cut-off Date or, in the case of any Replacement Pooled Mortgage
Loan, as of the related date of substitution, in any event after application of
all payments of principal due thereon on or before such date, whether or not
received, and (b) shall be permanently reduced on each subsequent Distribution
Date (to not less than zero) by the sum of:

               (i) that portion, if any, of the Unadjusted Principal
     Distribution Amount for such Distribution Date that is attributable to such
     Pooled Mortgage Loan (or successor REO Pooled Mortgage Loan); and

               (ii) the principal portion of any Realized Loss incurred in
     respect of such Pooled Mortgage Loan (or successor REO Pooled Mortgage
     Loan) during the related Collection Period;

provided that, if a Liquidation Event occurs in respect of any Mortgage Loan or
REO Property, then the "Stated Principal Balance" of such Mortgage Loan or of
the related REO Pooled Mortgage Loan, as the case may be, shall be zero
commencing as of the close of business on the Distribution Date next following
the Collection Period in which such Liquidation Event occurred.

          "Subordinate Note Custodial Account": As defined in Section 3.04(f).

          "Sub-Servicer": Any Person with which a Master Servicer or a Special
Servicer has entered into a Sub-Servicing Agreement with respect to the Mortgage
Loans in accordance with the terms hereof.

          "Sub-Servicing Agreement": The written contract between a Master
Servicer or a Special Servicer, on the one hand, and any Sub-Servicer, on the
other hand, relating to servicing and administration of Mortgage Loans as
provided in Section 3.22. For the avoidance of doubt, the Primary Servicing
Agreement does not constitute a Sub-Servicing Agreement.


                                      -71-



          "Substitution Shortfall Amount": In connection with the substitution
of one or more Replacement Pooled Mortgage Loans for any Defective Pooled
Mortgage Loan, the amount, if any, by which the Purchase Price for such
Defective Pooled Mortgage Loan (calculated as if it were to be repurchased,
instead of replaced, on the relevant date of substitution), exceeds the initial
Stated Principal Balance or the initial aggregate Stated Principal Balance, as
the case may be, of such Replacement Pooled Mortgage Loan(s) as of the date of
substitution.

          "Successful Bidder": As defined in Section 7.01(c).

          "Tax Administrator": WFB, in its capacity as tax administrator
hereunder, or any successor tax administrator appointed as herein provided.

          "Tax Administrator Fee": At any time when the Certificate
Administrator is not also the Tax Administrator, the portion of the Certificate
Administrator Fee payable to the Tax Administrator in an amount agreed to by the
Certificate Administrator and the Tax Administrator.

          "Tax Matters Person": With respect to any REMIC Pool, the Person
designated as the "tax matters person" of such REMIC Pool in the manner provided
under Treasury Regulations Section 1.860F-4(d) and temporary Treasury
Regulations Section 301.6231(a)(7)-1T, which Person shall, pursuant to Section
10.01(b), be the Holder of Certificates evidencing the largest Percentage
Interest in the Class R Certificates.

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

          "Termination Price": As defined in Section 9.01(a).

          "The Tower Intercreditor Agreement": That certain Co-Lender Agreement,
dated as of December 19, 2006, by and between PMCF as lead lender and PMCF
Holdings, LLC, as co-lender.

          "The Tower Loan Group": Collectively, The Tower Pooled Mortgage Loan
and The Tower Non-Pooled Mortgage Loan (including any successor REO Mortgage
Loans with respect to such loans).

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

          "The Tower Non-Pooled Mortgage Loan": The mortgage loan, with an
original principal balance in the amount of $3,250,000 that is secured (in part)
by the same Mortgage encumbering The Tower Mortgaged Property as The Tower
Pooled Mortgage Loan. The Tower Non-Pooled Mortgage Loan is not a "Pooled
Mortgage Loan" or part of the Trust Fund, any REMIC Pool or any Grantor Trust
Pool.

          "The Tower Non-Pooled Mortgage Loan Noteholder": The holder of the
promissory note evidencing The Tower Non-Pooled Mortgage Loan, whether or not
The Tower

          Non-Pooled Mortgage Loan has become pari passu in right of payment
with The Tower Pooled Mortgage Loan pursuant to The Tower Intercreditor
Agreement.

          "The Tower Pooled Mortgage Loan": The Pooled Mortgage Loan in the
original principal amount of $9,000,000 that is secured by the Mortgage
encumbering The Tower Mortgaged Property.

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


                                      -72-



          "Transfer Affidavit and Agreement": As defined in Section 5.02(d).

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

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

          "Trust": The trust created hereby.

          "Trust Fund": Collectively, all of the assets of all the REMIC Pools
and all the Grantor Trust Pools.

          "Trustee": LaSalle, in its capacity as trustee hereunder, or any
successor trustee appointed as herein provided.

          "Trustee Fee": With respect to each Pooled Mortgage Loan and REO
Pooled Mortgage Loan, the fee designated as such and payable to the Trustee
pursuant to Section 8.05(a).

          "Trustee Fee Rate": Fifty-eight hundred-thousandths of one percent
(0.00058%) per annum.

          "UCC": The Uniform Commercial Code in effect in the applicable
jurisdiction.

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

          "Unadjusted Principal Distribution Amount": As defined in the
definition of "Principal Distribution Amount".

          "Uncertificated Accrued Interest": As defined in Section 2.12(g) with
respect to any REMIC I Regular Interest for any Interest Accrual Period and in
Section 2.14(g) with respect to any REMIC II Regular Interest for any Interest
Accrual Period.

          "Uncertificated Distributable Interest": As defined in Section 2.12(g)
with respect to any REMIC I Regular Interest for any Distribution Date and in
Section 2.14(g) with respect to any REMIC II Regular Interest for any
Distribution Date.

          "Uncertificated Principal Balance": The principal balance outstanding
from time to time of any REMIC I Regular Interest (calculated in accordance with
Section 2.12(e) hereof) or any REMIC II Regular Interest (calculated in
accordance with Section 2.14(e) hereof).

          "Underwriter Exemption": PTE 90-30 issued to Bear, Stearns & Co. Inc.
and PTE 90-24 issued to Morgan Stanley & Co. Incorporated, each as amended by
PTE 97-34, PTE 2000-58 and PTE 2002-41 and as may be subsequently amended
following the Closing Date.

          "Underwriters": Bear, Stearns & Co. Inc. and Morgan Stanley & Co.
Incorporated.

          "United States Securities Person": Any "U.S. person" as defined in
Rule 902(k) of Regulation S.

          "United States Tax Person": A citizen or resident of the United
States, a corporation, partnership or other entity created or organized in, or
under the laws of, the United States, any State thereof or the District of
Columbia, an estate whose income from sources without the United States is
includible in gross income for United States federal income tax purposes
regardless of its source or a trust if a court within the United States is able
to exercise primary supervision over the administration of the trust and one or
more United States Tax Persons have the authority to control all substantial
decisions of the trust, all within the meaning of Section 7701(a)(30) of the
Code (or, to the extent provided


                                      -73-



in the applicable Treasury Regulations, certain trusts in existence on August
20, 1996 that elect to be treated as United States Tax Persons).

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

          "Unrestricted Servicer Reports": Each of the CMSA Loan Setup File, the
CMSA Loan Periodic Update File, the CMSA Delinquent Loan Status Report, the CMSA
Historical Loan Modification Report, the CMSA REO Status Report, the CMSA Loan
Level Reserve Report, the CMSA Reconciliation of Funds Report, the CMSA Total
Loan Report and the Realized Loss Report.

          "USAP": The Uniform Single Attestation Program for Mortgage Bankers
established by the Mortgage Bankers Association of America.

          "USPAP": The Uniform Standards of Professional Appraisal Practices.

          "Voting Rights": The voting rights evidenced by the respective
Certificates. At all times during the term of this Agreement, 99.0% of the
Voting Rights shall be allocated among all the Holders of the various Classes of
Principal Balance Certificates in proportion to the respective Class Principal
Balances of such Classes, 0.5% of the Voting Rights shall be allocated between
the Holders of the Class X-1 Certificates and the Holders of the Class X-2
Certificates in proportion to the respective Class Notional Amounts of such
Classes and 0.5% of the Voting Rights shall be allocated to the Holders of the
Class X-W Certificates. Voting Rights allocated to a particular Class of
Certificateholders shall be allocated among such Certificateholders in
proportion to the respective Percentage Interests evidenced by their respective
Certificates. No Voting Rights shall be allocated to the Class R or Class V
Certificateholders.

          "Weighted Average REMIC I Remittance Rate": As defined in Section
2.14(f).

          "WFB": Wells Fargo Bank, National Association, or its successor in
interest.

          "WFB Pooled Mortgage Loan": Any Mortgage Loan that is either an
Original WFB Pooled Mortgage Loan or a Replacement Pooled Mortgage Loan that was
delivered under the WFB Pooled Mortgage Loan Purchase Agreement in substitution
for an Original WFB Pooled Mortgage Loan.

          "WFB Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of December 6, 2006, between WFB as
seller and the Depositor as purchaser.

          "Within Grace Period Loan": With respect to any Monthly Payment or
Assumed Monthly Payment due and payable, or deemed due and payable, in respect
of any particular Pooled Mortgage Loan, the status attributable to that Mortgage
Loan by reason of, if applicable, the fact that, although such Monthly Payment
or Assumed Monthly Payment has not been received, the Due Date, together with
any applicable grace period, for such Monthly Payment or Assumed Monthly Payment
has not passed.

          "Workout-Delayed Reimbursement Amount": As defined in subsection
(II)(i) of Section 3.05(a).

          "Workout Fee": The fee designated as such in, and payable to the
applicable Special Servicer in connection with Corrected Mortgage Loans pursuant
to, the second paragraph of Section 3.11(c).

          "Workout Fee Rate": With respect to each Corrected Mortgage Loan,
1.0%.


                                      -74-



          "Yield Maintenance Charge": With respect to any Mortgage Loan, any
premium, fee or other additional amount paid or payable, as the context
requires, by a Borrower in connection with a Principal Prepayment on, or other
early collection of principal of, a Mortgage Loan, calculated, in whole or in
part, pursuant to a yield maintenance formula or otherwise pursuant to a formula
that reflects the lost interest, including any specified amount or specified
percentage of the amount prepaid which constitutes the minimum amount that such
Yield Maintenance Charge may be.

          SECTION 1.02. General Interpretive Principles.

          For purposes of this Agreement, except as otherwise expressly provided
or unless the context otherwise requires:

               (i) the terms defined in this Agreement include the plural as
     well as the singular, and the use of any gender herein shall be deemed to
     include the other gender;

               (ii) accounting terms not otherwise defined herein have the
     meanings assigned to them in accordance with GAAP as in effect from time to
     time;

               (iii) references herein to "Articles", "Sections", "Subsections",
     "Paragraphs" and other subdivisions without reference to a document are to
     designated Articles, Sections, Subsections, Paragraphs and other
     subdivisions of this Agreement;

               (iv) a reference to a Subsection without further reference to a
     Section is a reference to such Subsection as contained in the same Section
     in which the reference appears, and this rule shall also apply to
     Paragraphs and other subdivisions;

               (v) the words "herein", "hereof", "hereunder", "hereto", "hereby"
     and other words of similar import refer to this Agreement as a whole and
     not to any particular provision; and

               (vi) the terms "include" and "including" shall mean without
     limitation by reason of enumeration.

          SECTION 1.03. Certain Calculations in Respect of the Mortgage Pool.

          (a) All amounts Received by the Trust in respect of any
Cross-Collateralized Group, including any payments from Borrowers, Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds (including any such
collections on or in respect of Corrected Mortgage Loans), together with any
other cash recoveries on and proceeds of any Cross-Collateralized Group shall be
applied among the Pooled Mortgage Loans constituting such Cross-Collateralized
Group in accordance with the express provisions of the related Mortgage Loan
Documents and, in the absence of such express provisions, in accordance with the
Servicing Standard. All amounts Received by the Trust in respect of or allocable
to any particular Pooled Mortgage Loan (whether or not such Pooled Mortgage Loan
constitutes part of a Cross-Collateralized Group, but excluding any Serviced
Mortgage Loan Group and a Non-Trust-Serviced Pooled Mortgage Loan), including
any payments from Borrowers, Insurance Proceeds, Condemnation Proceeds or
Liquidation Proceeds (including any such collections on or in respect of
Corrected Mortgage Loans), together with any other cash recoveries on and
proceeds of such Pooled Mortgage Loan shall be applied to amounts due and owing
under the related Mortgage Note and Mortgage (including for principal and
accrued and unpaid interest) in accordance with the express provisions of the
related Mortgage Loan Documents and, in the absence of such express provisions
or if and to the extent that such terms authorize the lender to use its
discretion, shall be applied: first, as a recovery of any related and
unreimbursed Servicing Advances (together with, without duplication, any
Unliquidated Advances in respect of prior Servicing Advances and any prior
Servicing Advances theretofore determined to constitute Nonrecoverable Servicing
Advances) and, if applicable, unpaid Liquidation Expenses; second, as a recovery
of accrued and unpaid interest (together with, without duplication, any
Unliquidated Advances in respect of prior P&I Advances of such interest and any
P&I Advances of interest theretofore determined to constitute Nonrecoverable P&I
Advances) on such Pooled Mortgage Loan to, but not including,


                                      -75-



the Due Date in the Collection Period in which the collection occurred,
exclusive, however, of any portion of such accrued and unpaid interest that
constitutes Default Interest or, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, that constitutes Post-ARD Additional Interest;
third, as a recovery of principal (together with, without duplication, any
Unliquidated Advances in respect of prior P&I Advances of such principal and any
prior P&I Advances of such principal theretofore determined to constitute
Nonrecoverable P&I Advances) of such Pooled Mortgage Loan then due and owing,
including by reason of acceleration of such Pooled Mortgage Loan following a
default thereunder (or, if a Liquidation Event has occurred in respect of such
Pooled Mortgage Loan, as a recovery of principal to the extent of its entire
remaining unpaid principal balance); fourth, unless a Liquidation Event has
occurred in respect of such Pooled Mortgage Loan, as a recovery of amounts to be
currently applied to the payment of, or escrowed for the future payment of, real
estate taxes, assessments, insurance premiums, ground rents (if applicable) and
similar items; fifth, unless a Liquidation Event has occurred in respect of such
Pooled Mortgage Loan, as a recovery of Reserve Funds to the extent then required
to be held in escrow; sixth, as a recovery of any Default Charges then due and
owing under such Pooled Mortgage Loan; seventh, as a recovery of any Prepayment
Premium or Yield Maintenance Charge then due and owing under such Pooled
Mortgage Loan; eighth, as a recovery of any assumption fees and modification
fees then due and owing under such Pooled Mortgage Loan; ninth, as a recovery of
any other amounts then due and owing under such Pooled Mortgage Loan other than
remaining unpaid principal and, in the case of an ARD Mortgage Loan after its
Anticipated Repayment Date, other than Post-ARD Additional Interest; tenth, as a
recovery of any remaining principal of such Pooled Mortgage Loan to the extent
of its entire remaining unpaid principal balance; and, eleventh, in the case of
an ARD Mortgage Loan after its Anticipated Repayment Date, as a recovery of
accrued and unpaid Post-ARD Additional Interest on such ARD Mortgage Loan to,
but not including, the date of receipt by or on behalf of the Trust.

          (b) Amounts Received by the Trust with respect to each REO Property
(other than, if applicable, any REO Property related to any Serviced Mortgage
Loan Group or a Non-Trust-Serviced Pooled Mortgage Loan), exclusive of amounts
to be applied to the payment of the costs of operating, managing, maintaining
and disposing of such REO Property, shall be treated: first, as a recovery of
any related and unreimbursed Servicing Advances (together with any Unliquidated
Advances in respect of prior Servicing Advances and any prior Servicing Advances
theretofore determined to constitute Nonrecoverable Servicing Advances) and, if
applicable, unpaid Liquidation Expenses; second, as a recovery of accrued and
unpaid interest (together with any Unliquidated Advances in respect of prior P&I
Advances of such interest and any P&I Advances of interest theretofore
determined to constitute Nonrecoverable P&I Advances) on the related REO Pooled
Mortgage Loan to, but not including, the Due Date in the Collection Period of
receipt by or on behalf of the Trust, exclusive, however, of any portion of such
accrued and unpaid interest that constitutes Default Interest or, in the case of
an REO Pooled Mortgage Loan that relates to an ARD Mortgage Loan after its
Anticipated Repayment Date, that constitutes Post-ARD Additional Interest;
third, as a recovery of principal (together with any Unliquidated Advances in
respect of prior P&I Advances of such principal and any P&I Advances of
principal theretofore determined to constitute Nonrecoverable P&I Advances) of
the related REO Pooled Mortgage Loan to the extent of its entire unpaid
principal balance; fourth, as a recovery of any Default Charges deemed to be due
and owing in respect of the related REO Pooled Mortgage Loan; fifth, as a
recovery of any Prepayment Premium or Yield Maintenance Charge deemed to be due
and owing in respect of the related REO Pooled Mortgage Loan; sixth, as a
recovery of any other amounts deemed to be due and owing in respect of the
related REO Pooled Mortgage Loan (other than, in the case of an REO Pooled
Mortgage Loan that relates to an ARD Mortgage Loan after its Anticipated
Repayment Date, accrued and unpaid Post-ARD Additional Interest); and seventh,
in the case of an REO Pooled Mortgage Loan that relates to an ARD Mortgage Loan
after its Anticipated Repayment Date, as a recovery of any accrued and unpaid
Post-ARD Additional Interest on such REO Pooled Mortgage Loan to, but not
including, the date of receipt by or on behalf of the Trust.

          (c) Amounts collected on or with respect to each Serviced Mortgage
Loan Group or any related REO Property shall be applied in accordance with the
allocation and payment provisions of the applicable Mortgage Loan Group
Intercreditor Agreement. In no event, however, shall there be charged to or
borne by any one or more related Non-Pooled Mortgage Loan Noteholders any
out-of-pocket expense incurred under this Agreement that, in the good faith,
reasonable judgment of the applicable Master Servicer, the applicable Special
Servicer, the Trustee, the Certificate Administrator or the Tax Administrator,
as applicable, (i) relates primarily to the general administration of the Trust
Fund (and is not attributable to any particular mortgage loans), (ii) relates
primarily to a REMIC Pool or the general


                                      -76-



administration thereof, (iii) relates primarily to any determination respecting
the amount, payment or avoidance of any tax on the Trust Fund under the REMIC
Provisions or (iv) consists of the actual payment of any REMIC tax. Section 1.03
and Section 3.05(a) of this Agreement shall be construed in accordance with the
preceding statement.

          (d) The parties acknowledge that any payments, collections and
recoveries received by the parties to the Non-Trust Servicing Agreement related
to a Non-Trust-Serviced Pooled Mortgage Loan are required to be allocated by
such parties in accordance with the terms and conditions of the related Mortgage
Loan Group Intercreditor Agreement and such Non-Trust-Serviced Pooled Mortgage
Loan.

          (e) For the purposes of this Agreement, Post-ARD Additional Interest
on an ARD Mortgage Loan or a successor REO Mortgage Loan with respect thereto
shall be deemed not to constitute principal or any portion thereof and shall not
be added to the unpaid principal balance or Stated Principal Balance of such ARD
Mortgage Loan or successor REO Mortgage Loan, notwithstanding that the terms of
the related Mortgage Loan Documents so permit. To the extent any Post-ARD
Additional Interest is not paid on a current basis, it shall be deemed to be
deferred interest.

          (f) The foregoing applications of amounts received in respect of any
Mortgage Loan or REO Property shall be determined by the applicable Master
Servicer and reflected in the appropriate monthly report from such Master
Servicer and in the appropriate monthly Certificate Administrator Report as
provided in Section 4.02.

          SECTION 1.04. Cross-Collateralized Mortgage Loans.

          Notwithstanding anything herein to the contrary, it is hereby
acknowledged that any groups of Pooled Mortgage Loans identified on the Pooled
Mortgage Loan Schedule as being cross-collateralized with each other are, in the
case of each such particular group of Pooled Mortgage Loans, by their terms,
cross-defaulted and cross-collateralized with each other. For purposes of
reference only in this Agreement, and without in any way limiting the servicing
rights and powers of the applicable Master Servicer and/or the applicable
Special Servicer, with respect to any Cross-Collateralized Mortgage Loan (or
successor REO Mortgage Loan with respect thereto), the Mortgaged Property (or
REO Property) that relates or corresponds thereto shall be the property
identified in the Pooled Mortgage Loan Schedule as corresponding thereto. The
provisions of this Agreement, including each of the defined terms set forth in
Section 1.01, shall be interpreted in a manner consistent with this Section
1.04; provided that, if there exists with respect to any Cross-Collateralized
Group only one original of any document referred to in the definition of
"Mortgage File" covering all the Pooled Mortgage Loans in such
Cross-Collateralized Group, then the inclusion of the original of such document
in the Mortgage File for any of the Pooled Mortgage Loans constituting such
Cross-Collateralized Group shall be deemed an inclusion of such original in the
Mortgage File for each such Pooled Mortgage Loan.

          SECTION 1.05. Incorporation of Preliminary Statement.

          The parties hereto acknowledge that the Preliminary Statement at the
beginning of this Agreement constitutes a part of this Agreement.


                                      -77-



                                   ARTICLE II

      CONVEYANCE OF POOLED MORTGAGE LOANS; REPRESENTATIONS AND WARRANTIES;
   ORIGINAL ISSUANCE OF REMIC I REGULAR INTERESTS, REMIC II REGULAR INTERESTS,
  REMIC III COMPONENTS, REMIC I RESIDUAL INTEREST, REMIC II RESIDUAL INTEREST,
                  REMIC III RESIDUAL INTEREST AND CERTIFICATES

          SECTION 2.01. Conveyance of Pooled Mortgage Loans.

          (a) It is the intention of the parties hereto that a common law trust
be established under the laws of the State of New York pursuant to this
Agreement and, further, that such trust be designated as "Bear Stearns
Commercial Mortgage Trust 2006-PWR14". LaSalle is hereby appointed, and does
hereby agree to act, as Trustee hereunder and, in such capacity, to hold the
Trust Fund in trust for the exclusive use and benefit of all present and future
Certificateholders. This Agreement is not intended to create a partnership or a
joint-stock association.

          (b) The Depositor, concurrently with the execution and delivery
hereof, does hereby transfer, assign, set over and otherwise convey to the
Trustee, in trust, without recourse, for the benefit of the Certificateholders
(and for the benefit of the other parties to this Agreement as their respective
interests may appear) all the right, title and interest of the Depositor, in, to
and under (i) the Original Pooled Mortgage Loans and all documents included in
the related Mortgage Files and Servicing Files, (ii) the rights of the Depositor
under Sections 2, 3, 4 (other than Section 4(c)) and 5 (and, to the extent
related to the foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of each
Pooled Mortgage Loan Purchase Agreement and (iii) all other assets included or
to be included in the Trust Fund. Such assignment includes (i) all scheduled
payments of principal and interest under and proceeds of the Original Pooled
Mortgage Loans received after the Cut-off Date (other than scheduled payments of
interest and principal due on or before the respective Cut-off Date, which
amounts shall belong and be promptly remitted to the related Pooled Mortgage
Loan Seller), together with all documents delivered or caused to be delivered
hereunder with respect to the Original Pooled Mortgage Loans by the respective
Pooled Mortgage Loan Sellers (including all documents included in the related
Mortgage Files and Servicing Files and any related Additional Collateral); (ii)
any REO Property acquired in respect of an Original Pooled Mortgage Loan (or, in
the case of any REO Property related to a Non-Trust-Serviced Pooled Mortgage
Loan, the rights of the holder of the related Original Pooled Mortgage Loan with
respect thereto); and (iii) such funds or assets as from time to time are
deposited in each Collection Account (but not in any Companion Note Custodial
Account or any Subordinate Note Custodial Account), the Distribution Account,
the Interest Reserve Account, the Excess Liquidation Proceeds Account and, if
established, and subject to the rights of any related Serviced Non-Pooled
Mortgage Loan Noteholders, the REO Account. This conveyance is subject, however,
to the right of the Primary Servicers pursuant to the Primary Servicing
Agreements and the Designated Sub-Servicers pursuant to the Designated
Sub-Servicer Agreements and, in the case of any particular Original Pooled
Mortgage Loan, the rights of any other creditor(s) under any related
intercreditor agreement, co-lender agreement or similar agreement.

          After the Depositor's transfer of the Original Pooled Mortgage Loans
to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take
any action inconsistent with the Trust's ownership of the Pooled Mortgage Loans.

          (c) The conveyance of the Original Pooled Mortgage Loans and the
related rights and property accomplished hereby is absolute and is intended by
the parties hereto to constitute an absolute transfer of the Original Pooled
Mortgage Loans and such other related rights and property by the Depositor to
the Trustee for the benefit of the Certificateholders. Furthermore, it is not
intended that such conveyance be a pledge of security for a loan. If such
conveyance is determined to be a pledge of security for a loan, however, the
Depositor and the Trustee intend that the rights and obligations of the parties
to such loan shall be established pursuant to the terms of this Agreement. The
Depositor and the Trustee also intend and agree that, in such event, (i) this
Agreement shall constitute a security agreement under applicable law, (ii) the
Depositor shall be deemed to have granted to the Trustee (in such capacity) a
first priority security interest in all of the Depositor's right, title and
interest in and to the assets constituting the Trust Fund,


                                      -78-



including the Pooled Mortgage Loans subject hereto from time to time, all
principal and interest received on or with respect to such Mortgage Loans after
the Closing Date (other than scheduled payments of interest and principal due
and payable on such Mortgage Loans on or prior to the related Due Date in
December 2006 or, in the case of a Replacement Pooled Mortgage Loan, on or prior
to the related date of substitution), all amounts held from time to time in each
Collection Account, the Distribution Account, the Interest Reserve Account, the
Excess Liquidation Proceeds Account and, if established, the REO Accounts, and
all investment earnings on such amounts, and all of the Depositor's right, title
and interest under the Pooled Mortgage Loan Purchase Agreements that are
described under clause (ii) of the first sentence of Section 2.01(b), (iii) the
possession by the Trustee or its agent of the Mortgage Notes with respect to the
Pooled Mortgage Loans subject hereto from time to time and such other items of
property as constitute instruments, money, negotiable documents or chattel paper
shall be deemed to be "possession by the secured party" or possession by a
purchaser or person designated by such secured party for the purpose of
perfecting such security interest under applicable law, and (iv) notifications
to, and acknowledgments, receipts or confirmations from, Persons holding such
property, shall be deemed to be notifications to, or acknowledgments, receipts
or confirmations from, securities intermediaries, bailees or agents (as
applicable) of the Trustee for the purpose of perfecting such security interest
under applicable law. The Depositor shall file or cause to be filed, as a
precautionary filing, a UCC financing statement substantially in the form
attached as Exhibit J hereto in all appropriate locations in the State of
Delaware promptly following the initial issuance of the Certificates, and the
Trustee shall, at the expense of the Depositor (to the extent reasonable),
prepare and file continuation statements with respect thereto, in each case
within six months prior to the fifth anniversary of the immediately preceding
filing. The Depositor shall cooperate in a reasonable manner with the Trustee in
the preparation and filing such continuation statements. This Section 2.01(c)
shall constitute notice to the Trustee pursuant to any requirements of the UCC
in effect in each applicable jurisdiction.

          (d) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that each Pooled
Mortgage Loan Seller is obligated, at such Pooled Mortgage Loan Seller's
expense, pursuant to the related Pooled 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, (i) on or before the Closing Date, the
Mortgage Note for each Pooled Mortgage Loan so assigned, endorsed to the Trustee
as specified in clause (i) of the definition of "Mortgage File"(or,
alternatively, if the original executed Mortgage Note has been lost, a lost note
affidavit and indemnity with a copy of such Mortgage Note as specified in clause
(i) of the definition of "Mortgage File") and (ii) on or before the respective
delivery dates therefor set forth in the related Pooled Mortgage Loan Purchase
Agreement, the remainder of the Mortgage File and any Additional Collateral
(other than Reserve Funds, which are to be transferred to the applicable Master
Servicer (or a Primary Servicer on its behalf), and, in the case of the Pooled
Mortgage Loans (other than the PMCF Pooled Mortgage Loans), other than the
originals of Letters of Credit, which are to be transferred to the applicable
Master Servicer (or a Primary Servicer on its behalf)) for each Original Pooled
Mortgage Loan acquired by the Depositor from such Pooled Mortgage Loan Seller.
Notwithstanding the preceding sentence, if the applicable Pooled Mortgage Loan
Seller cannot so deliver, or cause to be delivered, as to any Mortgage Loan, the
original or a copy of any of the documents and/or instruments referred to in
clauses (ii), (iii), (vii) and (ix)(A) of the definition of "Mortgage File",
with evidence of recording or filing (if applicable, and as the case may be)
thereon, solely because of a delay caused by the public recording or filing
office where such document or instrument has been delivered for recordation or
filing, as the case may be, then (subject to the obligation of such Pooled
Mortgage Loan Seller to nonetheless (1) from time to time make or cause to be
made reasonably diligent efforts to obtain such document or instrument (with
such evidence) if it is not returned within a reasonable period after the date
when it was transmitted for recording and (2) deliver such document or
instrument to the Trustee or a Custodian appointed thereby (if such document or
instrument is not otherwise returned to the Trustee or such Custodian) promptly
upon such Pooled Mortgage Loan Seller's receipt thereof), so long as a copy of
such document or instrument, certified by such Pooled Mortgage Loan Seller or
title agent as being a copy of the document deposited for recording or filing
and (in the case of such clause (ii)) accompanied by an Officer's Certificate of
the applicable Pooled Mortgage Loan Seller or a statement from the title agent
to the effect that such original Mortgage has been sent to the appropriate
public recording official for recordation, has been delivered to the Trustee on
or before the respective delivery dates therefor set forth in the related Pooled
Mortgage Loan Purchase Agreement, the delivery requirements of the related
Pooled Mortgage Loan Purchase Agreement shall be deemed to have been satisfied
as to such missing item, and such missing item shall be deemed to have been
included in


                                      -79-



the related Mortgage File; and if the applicable Pooled Mortgage Loan Seller
cannot or does not so deliver, or cause to be delivered, as to any Pooled
Mortgage Loan (exclusive of a Non-Trust-Serviced Pooled Mortgage Loan), the
original of any of the documents and/or instruments referred to in clauses (iv)
and (ix)(B) of the definition of "Mortgage File", because such document or
instrument has been delivered for recording or filing, as the case may be, then
(subject to the obligation of such Pooled Mortgage Loan Seller to nonetheless
(1) from time to time make or cause to be made reasonably diligent efforts to
obtain such document or instrument (with such evidence) if it is not returned
within a reasonable period after the date when it was transmitted for recording
and (2) deliver such document or instrument to the Trustee or a Custodian
appointed thereby (if such document or instrument is not otherwise returned to
the Trustee or such Custodian) promptly upon such Pooled Mortgage Loan Seller's
receipt thereof), so long as a copy of such document or instrument, certified by
such Pooled Mortgage Loan Seller, a title agent or a recording or filing agent
as being a copy of the document deposited for recording or filing and
accompanied by an Officer's Certificate of such Pooled Mortgage Loan Seller or a
statement from the title agent that such document or instrument has been sent to
the appropriate public recording official for recordation (except that such
certification shall not be required if the Trustee is responsible for
recordation of such document or instrument under this Agreement and such Pooled
Mortgage Loan Seller has delivered the original unrecorded document or
instrument to the Trustee on or before the date that is 45 days following the
Closing Date), has been delivered to the Trustee on or before the respective
delivery dates therefor set forth in the related Pooled Mortgage Loan Purchase
Agreement, the delivery requirements of the related Pooled Mortgage Loan
Purchase Agreement shall be deemed to have been satisfied as to such missing
item, and such missing item shall be deemed to have been included in the related
Mortgage File. In addition, with respect to each Pooled Mortgage Loan (exclusive
of a Non-Trust-Serviced Pooled Mortgage Loan) under which any Additional
Collateral is in the form of a Letter of Credit as of the Closing Date, the
Depositor hereby represents and warrants that the related Pooled Mortgage Loan
Seller is contractually obligated to cause to be prepared, executed and
delivered to the issuer of each such Letter of Credit such notices, assignments
and acknowledgments as are required under such Letter of Credit to assign,
without recourse, to the Trustee either the related Pooled Mortgage Loan
Seller's rights as the beneficiary thereof and drawing party thereunder or,
alternatively but solely in the case of the PCF Pooled Mortgage Loans and the
PCFII Pooled Mortgage Loans, subject to the last paragraph in this section, the
right to receive the proceeds of any draw under such Letter of Credit (it being
acknowledged that the PCF Pooled Mortgage Loan Seller or the PCFII Pooled
Mortgage Loan Seller, as the case may be, shall not be required to change the
named beneficiary of such Letter of Credit and that the PCF Pooled Mortgage Loan
Seller or PCFII Pooled Mortgage Loan Seller, as the case may be, has agreed to
the provision acknowledged in the final paragraph of this subsection).
Furthermore, with respect to each Pooled Mortgage Loan, if any, as to which
there exists a secured creditor impaired property insurance policy or pollution
limited liability environmental impairment policy covering the related Mortgaged
Property, the related Pooled Mortgage Loan Seller is contractually obligated to
cause such policy, within a reasonable period following the Closing Date, to
inure to the benefit of the Trustee on behalf of the Certificateholders (if and
to the extent that it does not by its terms automatically run to the holder of
such Pooled Mortgage Loan). The Depositor shall deliver to the Trustee on or
before the Closing Date a fully executed counterpart of each Pooled Mortgage
Loan Purchase Agreement. With respect to a Non-Trust-Serviced Pooled Mortgage
Loan, the parties hereto acknowledge the provisions of the related Pooled
Mortgage Loan Purchase Agreement in which the related Pooled Mortgage Loan
Seller represents, warrants and covenants to the effect that the documents
described in clauses (ii) and (iii) of the definition of "Mortgage File" and
documents comparable to those described in clause (iv) of the definition of
"Mortgage File" have been delivered to the trustee or custodian under the
related Non-Trust Servicing Agreement, except to the extent that the absence of
such document does not violate the terms of the related Non-Trust Servicing
Agreement. In addition, with respect to a Non-Trust-Serviced Pooled Mortgage
Loan, the parties hereto acknowledge the provisions of the related Pooled
Mortgage Loan Purchase Agreement in which the related Pooled Mortgage Loan
Seller represents, warrants and covenants to the effect that any "Document
Defect" as such term is defined in the applicable Non-Trust Servicing Agreement
shall constitute a Document Defect under the related Pooled Mortgage Loan
Purchase Agreement. None of the Depositor, the Trustee, any Custodian, either
Master Servicer or any Special Servicer shall be liable for any failure by any
Pooled Mortgage Loan Seller to comply with the document delivery requirements of
the related Pooled Mortgage Loan Purchase Agreement.

          In the case of the PCF Pooled Mortgage Loans and PCFII Pooled Mortgage
Loans that have Letters of Credit, the parties hereto acknowledge that under the
terms of the related Pooled Mortgage Loan Purchase Agreement, the


                                      -80-



original of such Letter of Credit shall be held by the related Primary Servicer
on behalf of the Master Servicer and at such time as the related Mortgage Loan
becomes a Specially Serviced Mortgage Loan on behalf of the General Special
Servicer and the Trustee with a copy delivered to the Trustee in accordance with
the requirements of the definition of "Mortgage File" and that the PCF Pooled
Mortgage Loan Seller or PCFII Pooled Mortgage Loan Seller, as the case may be,
agreed in the related Pooled Mortgage Loan Purchase Agreement (a) that the
proceeds of such Letter of Credit belong to the Trustee on behalf of
Certificateholders, (b) to notify, on or before the Closing Date, the bank
issuing such Letter of Credit that such Letter of Credit and the proceeds
thereof belong to the Trustee, and to use reasonable efforts to obtain within 30
days (but in any event to obtain within 90 days) following the Closing Date, an
acknowledgment thereof by the bank (with a copy of such acknowledgement to be
sent to the Trustee) or a reissued letter of credit and (c) to indemnify the
Trust for any liabilities, charges, costs, fees or other expenses accruing from
the failure of the PCF Pooled Mortgage Loan Seller or the PCFII Pooled Mortgage
Loan Seller, as the case may be, to assign to the Trust all rights in and to
such Letter of Credit under the applicable Pooled Mortgage Loan Purchase
Agreement, including the right and power to draw on such Letter of Credit and
that the PGI Primary Servicer has agreed in the related Primary Servicing
Agreement that any Letter of Credit so held by it shall be held in its capacity
as agent of the Trust and if there occurs any transfer of the Primary Servicer's
primary servicing rights and duties, including in connection with the related
Mortgage Loan becoming a Specially Serviced Mortgage Loan, then the PGI Primary
Servicer shall assign the applicable Letter of Credit to the Trust or at the
direction of the General Special Servicer to such party as the General Special
Servicer may instruct, in each case, at the expense of the PGI Primary Servicer
and the Primary Servicer shall indemnify the Trust for any loss caused by the
ineffectiveness of such assignment or caused by any action or failure to act
with respect to the Letter of Credit after the date the related Mortgage Loan
becomes a Specially Serviced Mortgage Loan to the extent such action or failure
to act is not in accordance with the direction of the General Special Servicer,
so long as such direction is consistent with the terms of the related Mortgage
Loan Documents and the Letter of Credit. Upon a PCF Pooled Mortgage Loan or
PCFII Pooled Mortgage Loan becoming a Specially Serviced Mortgage Loan, the
Primary Servicer shall present or draw on the Letter of Credit solely as
directed by the General Special Servicer, and for the limited and sole purpose
of so presenting, drawing or taking other action on the Letter of Credit at the
direction of the General Special Servicer, shall act as the Special Servicer's
agent.

          (e) As soon as reasonably possible, and in any event within 45 days
after the later of (i) the Closing Date (or, in the case of a Replacement Pooled
Mortgage Loan substituted as contemplated by Section 2.03, after the related
date of substitution) and (ii) the date on which all recording information
necessary to complete the subject document is received by the Trustee, the
Trustee shall complete (to the extent necessary), and shall submit for recording
or filing, as the case may be, including via electronic means, if appropriate,
in or with the appropriate office for real property records or UCC Financing
Statements, as applicable, each assignment of Mortgage and assignment of
Assignment of Leases (except, in each case, with respect to any Mortgage or
Assignment of Leases that has been recorded in the name of MERS or its designee)
in favor of the Trustee referred to in clause (iv) of the definition of
"Mortgage File" that has been received by the Trustee or a Custodian on its
behalf and each assignment of UCC Financing Statement (except with respect to
any UCC Financing Statement that has been recorded in the name of MERS or its
designee) in favor of the Trustee referred to in clause (ix)(B) of the
definition of "Mortgage File" that has been received by the Trustee or a
Custodian on its behalf; provided, however, that (x) the Trustee shall only
submit such items for recording or filing to the extent that they are related to
Mortgage Loans for which PMCF is the Pooled Mortgage Loan Seller and (y) the
parties hereto acknowledge that the BSCMI Pooled Mortgage Loan Purchase
Agreement, the PCF Pooled Mortgage Loan Purchase Agreement, the PCFII Pooled
Mortgage Loan Purchase Agreement, the WFB Pooled Mortgage Loan Agreement and the
Nationwide Pooled Mortgage Loan Agreement require BSCMI, PCF, PCFII, WFB or
Nationwide, as the case may be, to itself submit or cause to be submitted, such
items for recording or filing to the extent that they are related to Mortgage
Loans for which such Pooled Mortgage Loan Seller is the applicable Pooled
Mortgage Loan Seller. Each such assignment shall reflect that it should be
returned by the public recording office to the Trustee (or, in the case of


                                      -81-



the PCF Pooled Mortgage Loans and PCFII Pooled Mortgage Loans, to PCF or PCFII,
as the case may be, which has agreed in the related Pooled Mortgage Loan
Purchase Agreement, to deliver each such assignment to the Trustee (with a copy
thereof to the applicable Master Servicer) following receipt of such recorded
assignment or copy thereof if the original is retained by the public recording
office) following recording, and each such assignment of UCC Financing Statement
shall reflect that the file copy thereof or an appropriate receipt therefor, as
applicable, should be returned to the Trustee (or, in the case of the PCF Pooled
Mortgage Loans and PCFII Pooled Mortgage Loans, to PCF or PCFII, as the case may
be, which has agreed in the related Pooled Mortgage Loan Purchase Agreement, to
deliver each such assignment to the Trustee (with a copy thereof to the
applicable Master Servicer) following receipt of such recorded assignment or
copy thereof if the original is retained by the public recording office)
following filing; provided that in those instances where the public recording
office retains the original assignment of Mortgage or assignment of Assignment
of Leases a copy of the recorded original shall be obtained. At such time as
such assignments or verifications of electronic filing have been returned to the
Trustee, the Trustee shall, if so requested, forward a copy thereof to the
applicable Master Servicer either, to the extent that they are related to
Mortgage Loans for which PMCF or Nationwide is the Pooled Mortgage Loan Seller,
at the expense of the related Pooled Mortgage Loan Seller to the extent provided
in the separate agreement between the Trustee and such Pooled Mortgage Loan
Seller, or, to the extent that they are related to Mortgage Loans for which
BSCMI or WFB is the Pooled Mortgage Loan Seller, at the expense of the related
Pooled Mortgage Loan Seller as provided in the related Pooled Mortgage Loan
Purchase Agreement and, in any case, not at the expense of the Trust Fund. If
any such document or instrument is lost or returned unrecorded or unfiled, as
the case may be, because of a defect therein, the Trustee shall direct the
related Pooled Mortgage Loan Seller to prepare or cause to be prepared promptly,
pursuant to the related Pooled Mortgage Loan Purchase Agreement, a substitute
therefor or cure such defect, as the case may be, and thereafter the Trustee (in
connection with Mortgage Loans described in clause (x) above) or the applicable
Pooled Mortgage Loan Seller (in connection with Mortgage Loans described in
clause (y)) shall, upon receipt thereof, cause the same to be duly recorded or
filed, as appropriate. If the related Pooled Mortgage Loan Seller has been so
notified and has not prepared a substitute document or cured such defect, as the
case may be, within 60 days, the Trustee shall promptly notify the Master
Servicers, the Primary Servicers, the Special Servicers, the Rating Agencies and
the Controlling Class Representative. The Depositor and the Trustee hereby
acknowledge and agree that PMCF shall be responsible for paying, pursuant to a
separate agreement between such Pooled Mortgage Loan Seller and the Trustee and
not pursuant to this Agreement, an upfront fee to the Trustee in connection with
the above-referenced recording and filing of documents insofar as such recording
and filing relate to the Original Pooled Mortgage Loans sold by PMCF under the
PMCF Pooled Mortgage Loan Purchase Agreement; provided that PMCF shall not
actually record or file any such documents.

          (f) In connection with the Depositor's assignment pursuant to Section
2.01(b) above, the Depositor hereby represents and warrants that each Pooled
Mortgage Loan Seller is contractually obligated, at such Pooled Mortgage Loan
Seller's expense, pursuant to the related Pooled Mortgage Loan Purchase
Agreement, to deliver to and deposit with, or cause to be delivered to and
deposited with, the applicable Master Servicer, on or before the date that is 45
days after the Closing Date, in the case of the items in clause (i) below, and
20 days after the Closing Date, in the case of the items in clause (ii) below,
the following items (except to the extent that any of the following items are to
be retained by a Primary Servicer that will continue to act on behalf of the
applicable Master Servicer and except to the extent that any of the following
items relate to a Non-Trust-Serviced Pooled Mortgage Loan): (i) originals or
copies of all financial statements, appraisals, environmental/engineering
reports, transaction screens, seismic assessment reports, leases, rent rolls,
Insurance Policies and certificates, major space leases, legal opinions and
tenant estoppels and any other relevant documents relating to the origination
and servicing of any Mortgage Loan that are reasonably necessary for the ongoing
administration and/or servicing of the applicable Mortgage Loan in the
possession or under the control of such Pooled Mortgage Loan Seller that relate
to the Original Pooled Mortgage Loans transferred by it to the Depositor and, to
the extent that any original documents are not required to be a part of a
Mortgage File for any such Original Pooled Mortgage Loan, originals or copies of
all documents, certificates and opinions in the possession or under the control
of such Pooled Mortgage Loan Seller that were delivered by or on behalf of the
related Borrowers in connection with the origination of such Original Pooled
Mortgage Loans (provided that such Pooled Mortgage Loan Seller shall not be
required to deliver any attorney-client privileged communication, draft
documents or any documents or materials prepared by it or its Affiliates for
internal uses, including without limitation, credit committee briefs or
memoranda and other internal approval documents); and (ii) all unapplied Reserve
Funds and Escrow Payments in the possession or under the control of such Pooled
Mortgage Loan Seller that relate to the Original Pooled Mortgage Loans
transferred by such Pooled Mortgage Loan Seller to the Depositor. Each Master
Servicer (or a Primary Servicer or Sub-Servicer on its behalf) shall hold all
such documents, records and funds that it so receives on behalf of the Trustee
in trust for the benefit of the


                                      -82-



Certificateholders (and, insofar as they also relate to any Serviced Non-Pooled
Mortgage Loan, on behalf of and for the benefit of any and all related Serviced
Non-Pooled Mortgage Loan Noteholders).

          SECTION 2.02. Acceptance of Mortgage Assets by Trustee.

          (a) Subject to the other provisions in this Section 2.02, the Trustee,
by its execution and delivery of this Agreement, hereby accepts receipt on
behalf of the Trust, directly or through a Custodian on its behalf, of (i) the
Original Pooled Mortgage Loans and all documents delivered to it that constitute
portions of the related Mortgage Files and (ii) all other assets delivered to it
and 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 any other documents received by it that constitute portions
of the Mortgage Files, and that it holds and will hold the Original Pooled
Mortgage Loans and such other assets, together with any other Pooled Mortgage
Loans and assets subsequently delivered to it that are to be included in the
Trust Fund, in trust for the exclusive use and benefit of all present and future
Certificateholders. To the extent that the Mortgage File relates to a Pooled
Mortgage Loan that is part of a Serviced Mortgage Loan Group, the Trustee shall
also hold such Mortgage File in trust for the use and benefit of the related
Serviced Non-Pooled Mortgage Loan Noteholders. Each Master Servicer acknowledges
receipt (by it or a Primary Servicer on its behalf) of all of the original
Letters of Credit relating to the Serviced Pooled Mortgage Loans for which it is
the applicable Master Servicer (copies of which are part of the Mortgage File)
and agrees to hold (or cause a Primary Servicer on its behalf to hold ) such
Letters of Credit in trust for the benefit of the Trustee; provided, however,
that the applicable Master Servicer for the PMCF Pooled Mortgage Loans, for
which the applicable Pooled Mortgage Loan Seller is required to deliver the
originals of any Letters of Credit to the Trustee, the applicable Master
Servicer acknowledges receipt of copies of such Letters of Credit. In the case
of the PMCF Pooled Mortgage Loans, the Trustee shall deliver to the applicable
Master Servicer upon request any original Letters of Credit relating to the
Serviced Pooled Mortgage Loans for which it is the applicable Master Servicer in
connection with the performance by such Master Servicer of its duties hereunder.
In connection with the foregoing, the Trustee hereby certifies to each of the
other parties hereto, each Pooled Mortgage Loan Seller and each Underwriter
that, as to each Pooled Mortgage Loan, except as specifically identified in the
Schedule of Exceptions to Mortgage File Delivery attached hereto as Schedule II,
(i) all documents specified in clause (i) of the definition of "Mortgage File"
are in its possession or the possession of a Custodian on its behalf, and (ii)
the original Mortgage Note (or, if accompanied by a lost note affidavit, the
copy of such Mortgage Note) received by it or any Custodian with respect to such
Pooled Mortgage Loan has been reviewed by it or by such Custodian on its behalf
and (A) appears regular on its face (handwritten additions, changes or
corrections shall not constitute irregularities if initialed by the Borrower),
(B) appears to have been executed (where appropriate) and (C) purports to relate
to such Pooled Mortgage Loan.

          (b) On or about the 75th day following the Closing Date (and, if any
exceptions are noted or if the recordation/filing contemplated by Section
2.01(e) has not been completed (based solely on receipt by the Trustee of the
particular documents showing evidence of the recordation/filing), the Trustee or
a Custodian on its behalf shall review the documents delivered to it or such
Custodian with respect to each Original Pooled Mortgage Loan, and the Trustee
shall, subject to Sections 1.04, 2.02(c) and 2.02(d), certify in writing to each
of the other parties hereto (substantially in the form of Exhibit N), the Pooled
Mortgage Loan Sellers, the Serviced Non-Pooled Mortgage Loan Noteholders (in
each case, provided that the Trustee has received notice of the identity of and
notice address information for such Serviced Non-Pooled Mortgage Loan
Noteholder) and the Controlling Class Representative that, as to each Original
Pooled Mortgage Loan then subject to this Agreement (except as specifically
identified in any exception report annexed to such certification): (i) the
original Mortgage Note specified in clause (i) of the definition of "Mortgage
File" and all allonges thereto, if any (or a copy of such Mortgage Note,
together with a lost note affidavit and indemnity certifying that the original
of such Mortgage Note has been lost), the original or copy of documents
specified in clauses (ii), (iii), (iv) (except with respect to a
Non-Trust-Serviced Pooled Mortgage Loan), (viii) (without regard to the
verification of the effective date with respect to a title policy or the date of
funding with respect to a title commitment), (x) (if the Pooled Mortgage Loan
Schedule specifies that a material portion of the interest of the Borrower in
the related Mortgaged Property consists of a leasehold interest) and (xx)
(solely in the case of the Pooled Mortgage Loans secured by the Mortgaged
Properties identified on the Pooled Mortgage Loan Schedule as "Grand Bohemian
Hotel", "Drury Inn Portfolio", "Ramada Plaza--LaGuardia", "Marriott Detroit
Livonia", "Double Tree Club--Austin", "Holiday Inn Express--Elk Grove", "Drury
Inn


                                      -83-



and Suites", "Crowne Plaza Hotel Virginia Beach", "Comfort Inn Oceanfront
South", "Hampton Inn Reading", "Courtyard Bristol", "Best Western Brighton",
"Hilton Garden Inn Kennett Square", "Oshkosh Hilton Garden Inn", "Comfort
Suites--Leesburg", "Hilton Garden Inn--Oakdale, MN", "Grand Forks Hilton Garden
Inn", "Residence Inn Louisville Airport", "Candlewood Suites Virginia Beach",
"Holiday Inn Falmouth", "Hampton Inn Emporia", "The Comfort Inn & Suites
Downtown--Little Rock", "Hampton Inn Greensboro", "Hampton Inn--Middleburg
Heights", "Best Western Country Inn--Poway" and "Hampton Inn--Kent") of the
definition of "Mortgage File" have been received by it or a Custodian on its
behalf; (ii) if such report is due more than 180 days after the Closing Date,
the recordation/filing contemplated by Section 2.01(e) has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents or
an appropriate receipt of recording/filing therefor); (iii) all documents
received by it or any Custodian with respect to such Pooled Mortgage Loan have
been reviewed by it or by such Custodian on its behalf and (A) appear regular on
their face (handwritten additions, changes or corrections shall not constitute
irregularities if initialed by the Borrower), (B) appear to have been executed
and (C) purport to relate to such Pooled Mortgage Loan; (iv) based on the
examinations referred to in Section 2.02(a) above and this Section 2.02(b) and
only as to the foregoing documents, the information set forth in the Pooled
Mortgage Loan Schedule with respect to the items specified in clause (iii)(A)
and clause (vi) of the definition of "Pooled Mortgage Loan Schedule" accurately
reflects the information set forth in the related Mortgage File; and (v) the
Trustee on behalf of the Trust is shown as the owner of each Mortgage recorded
in the name of MERS or its designee. Every 90 days after such 45th day following
the Closing Date, until the earlier of (i) the date on which such exceptions are
eliminated and such recordation/filing has been completed, and (ii) the date on
which all the affected Pooled Mortgage Loans are removed from the Trust Fund,
the Trustee or a Custodian on its behalf shall deliver electronically to the
Pooled Mortgage Loan Sellers, the Serviced Non-Pooled Mortgage Loan Noteholders
and the Controlling Class Representative an update to the exception report
annexed to the certification described above substantially in the form of
Exhibit N, which update shall report any remaining outstanding exceptions with
respect to each Original Pooled Mortgage Loan. Such delivery shall be deemed to
constitute a certification of the substance of the matters set forth in the form
of such Exhibit N (except as set forth in such exception report). The applicable
Master Servicer shall provide the contact name, mailing address and e-mail
address of each Serviced Non-Pooled Mortgage Loan Noteholder to the Trustee to
the extent not previously provided thereto, provided that the applicable Master
Servicer has such information.

          (c) If a Pooled Mortgage Loan Seller substitutes a Replacement Pooled
Mortgage Loan for any Defective Pooled Mortgage Loan as contemplated by Section
2.03, the Trustee or a Custodian on its behalf shall review the documents
delivered to it or such Custodian with respect to such Replacement Pooled
Mortgage Loan, and the Trustee shall deliver a certification comparable to that
described in the prior paragraph, in respect of such Replacement Pooled Mortgage
Loan, on or about the 30th day following the related date of substitution (and,
if any exceptions are noted, every 90 days thereafter until the earlier of (i)
the date on which such exceptions are eliminated and all related
recording/filing has been completed, and (ii) the date on which such Replacement
Pooled Mortgage Loan is removed from the Trust Fund).

          With respect to the documents described in clause (iii) of the
definition of "Mortgage File", absent actual knowledge to the contrary, the
Trustee may assume, for purposes of the certification(s) delivered in this
Section 2.02(a) or to be delivered pursuant to Section 2.02(b), that the
Mortgage File for each Pooled Mortgage Loan includes a separate Assignment of
Leases.

          With respect to the documents described in clause (ix) of the
definition of "Mortgage File", absent actual knowledge to the contrary or copies
of UCC Financing Statements delivered to the Trustee as part of the Mortgage
File indicating otherwise, the Trustee may assume, for purposes of the
certification(s) to be delivered pursuant to this Section 2.02(b), that the
Mortgage File for each Pooled Mortgage Loan should include a copy of one
state-level UCC Financing Statement filed in the state of incorporation or
organization of the related Borrower for each Mortgaged Property (or with
respect to any Pooled Mortgage Loan that has two or more Borrowers, for each
related Borrower). To the extent appropriate under applicable law, the UCC
Financing Statements to be assigned to the Trust will be delivered on the new
national forms and in recordable form and will be filed in the state of
incorporation or organization as so indicated on the documents provided.


                                      -84-



          (d) None of the Depositor, the Certificate Administrator, the Trustee,
the Master Servicers, the Primary Servicer, any Subservicer, the Special
Servicers or any Custodian is under any duty or obligation to (i) determine
whether any of the documents specified in clauses (iii), (iv)(B), (v), (vi),
(vii), (ix) and (xi) through (xviii) of the definition of "Mortgage File" exist
or are required to be delivered by the Pooled Mortgage Loan Sellers in respect
of any Pooled Mortgage Loan unless such item(s) are specified on the related
Mortgage File Checklist, or (ii) inspect, review or examine any of the
documents, instruments, certificates or other papers relating to the Pooled
Mortgage Loans delivered to it to determine that the same are valid, legal,
effective, genuine, binding, enforceable, sufficient or appropriate for the
represented purpose or that they are other than what they purport to be on their
face. Furthermore, except as expressly provided in Section 2.01(e), none of the
Depositor, the Trustee, the Master Servicers, the Primary Servicer, any
Subservicer, the Special Servicers or any Custodian shall have any
responsibility for determining whether the text of any assignment or endorsement
is in proper or recordable form, whether the requisite recording of any document
is in accordance with the requirements of any applicable jurisdiction, or
whether a blanket assignment is permitted in any applicable jurisdiction.

          (e) In performing the reviews contemplated by subsections (a) and (b)
above, the Trustee may conclusively rely on the related Pooled Mortgage Loan
Seller as to the purported genuineness of any such document and any signature
thereon. It is understood that the scope of the Trustee's review of the Mortgage
Files is limited solely to confirming that the documents specified in clauses
(i), (ii), (iii), (iv) (except with respect to a Non-Trust-Serviced Pooled
Mortgage Loan), (viii) (without regard to the verification of the effective date
with respect to a title policy or the date of funding with respect to a title
commitment) (x) (if the Pooled Mortgage Loan Schedule specifies that a material
portion of the interest of the Borrower in the related Mortgaged Property
consists of a leasehold interest) and (xx) (solely in the case of the Pooled
Mortgage Loans secured by the Mortgaged Properties identified on the Pooled
Mortgage Loan Schedule as "Grand Bohemian Hotel", "Drury Inn Portfolio", "Ramada
Plaza--LaGuardia", "Marriott Detroit Livonia", "Double Tree Club--Austin",
"Holiday Inn Express--Elk Grove", "Drury Inn and Suites", "Crowne Plaza Hotel
Virginia Beach", "Comfort Inn Oceanfront South", "Hampton Inn Reading",
"Courtyard Bristol", "Best Western Brighton", "Hilton Garden Inn Kennett
Square", "Oshkosh Hilton Garden Inn", "Comfort Suites--Leesburg", "Hilton Garden
Inn--Oakdale, MN", "Grand Forks Hilton Garden Inn", "Residence Inn Louisville
Airport", "Candlewood Suites Virginia Beach", "Holiday Inn Falmouth", "Hampton
Inn Emporia", "The Comfort Inn & Suites Downtown--Little Rock", "Hampton Inn
Greensboro", "Hampton Inn--Middleburg Heights", "Best Western Country
Inn--Poway" and "Hampton Inn--Kent") of the definition of "Mortgage File" have
been received by it or a Custodian on its behalf and such additional information
as will be necessary for delivering the certifications required by subsections
(a) and (b) above.

          SECTION 2.03. Certain Repurchases and Substitutions of Pooled Mortgage
                        Loans by the Pooled Mortgage Loan Sellers.

          (a) If, in the process of reviewing the documents delivered or caused
to be delivered by the Pooled Mortgage Loan Sellers as contemplated by Section
2.01(d), the Trustee or any Custodian discovers that any document required to
have been delivered as contemplated by Section 2.01(d) has not been so
delivered, or discovers that any of the documents that were delivered has not
been properly executed, contains information that does not conform in any
material respect with the corresponding information set forth in the Pooled
Mortgage Loan Schedule, or is defective on its face (each, including, without
limitation, that a document is missing, a "Document Defect"), or if, at any
other time, the Trustee or any other party hereto discovers (without implying
that any such party has a duty to make or attempt to make such discovery) a
Document Defect in respect of any Pooled Mortgage Loan, the party discovering
such Document Defect shall promptly so notify each of the other parties hereto.
If any party hereto discovers (without implying that any such party has a duty
to make or attempt to make such discovery) or receives notice of a breach of any
representation or warranty relating to any Pooled Mortgage Loan set forth in or
made pursuant to Section 4(b) or 4(d) of any Pooled Mortgage Loan Purchase
Agreement (a "Breach"), such party shall promptly so notify each of the other
parties hereto. Upon the Trustee's discovery or receipt of notice that a
Document Defect or Breach exists with respect to any Pooled Mortgage Loan, the
Trustee shall notify the Controlling Class Representative, the Depositor and the
related Pooled Mortgage Loan Seller.


                                      -85-



          (b) Promptly upon its becoming aware of any Material Document Defect
or Material Breach with respect to any Pooled Mortgage Loan or its receipt of
notice from the Trustee or any other party to this Agreement of a Material
Document Defect or Material Breach with respect to any Pooled Mortgage Loan, the
applicable Master Servicer shall (and the applicable Special Servicer may)
notify the related Pooled Mortgage Loan Seller in writing of such Material
Document Defect or Material Breach, as the case may be, and direct such Pooled
Mortgage Loan Seller that it must, not later than 90 days from the receipt by
such Pooled Mortgage Loan Seller of such notice or 90 days from the Pooled
Mortgage Loan Seller's discovery of the subject Material Document Defect or
Material Breach (or, if such Material Breach or Material Document Defect, as the
case may be, relates to whether such Pooled Mortgage Loan is or, as of the
Closing Date (or, in the case of a Replacement Pooled Mortgage Loan, as of the
related date of substitution), was a Qualified Mortgage, and provided that such
Pooled Mortgage Loan Seller discovered or received prompt written notice
thereof, within 90 days after any earlier discovery by the Pooled Mortgage Loan
Seller or any party to this Agreement of such Material Breach or Material
Document Defect, as the case may be) (such 90-day period, in any case, the
"Initial Resolution Period"), correct or cure such Material Document Defect or
Material Breach, as the case may be, in all material respects, or repurchase the
affected Pooled Mortgage Loan (as, if and to the extent required by the related
Pooled Mortgage Loan Purchase Agreement), at the applicable Purchase Price;
provided that if such Pooled Mortgage Loan Seller certifies to the Trustee in
writing (i) that such Material Document Defect or Material Breach, as the case
may be, does not relate to whether the affected Pooled Mortgage Loan is or, as
of the Closing Date (or, in the case of a Replacement Pooled Mortgage Loan, as
of the related date of substitution), was a Qualified Mortgage, (ii) that such
Material Document Defect or Material Breach, as the case may be, is capable of
being cured but not within the applicable Initial Resolution Period, (iii) that
such Pooled Mortgage Loan Seller has commenced and is diligently proceeding with
the cure of such Material Document Defect or Material Breach, as the case may
be, during the applicable Initial Resolution Period, and (iv) that such Pooled
Mortgage Loan Seller anticipates that such Material Document Defect or Material
Breach, as the case may be, will be cured within an additional 90-day period
(such additional 90-day period, the "Resolution Extension Period") (a copy of
which certification shall be delivered by the Trustee to the applicable Master
Servicer, the applicable Primary Servicer (if any), the applicable Special
Servicer and the Controlling Class Representative), then such Pooled Mortgage
Loan Seller shall have an additional period equal to any such applicable
Resolution Extension Period to complete such correction or cure (or, upon
failure to complete such correction or cure, to repurchase the affected Pooled
Mortgage Loan); and provided, further, that, in lieu of repurchasing the
affected Pooled Mortgage Loan as contemplated above (but, in any event, no later
than such repurchase would have to have been completed), such Pooled Mortgage
Loan Seller shall be permitted, during the three-month period following the
Startup Day for the REMIC Pool that holds the affected Pooled Mortgage Loan (or
during the two-year period following such Startup Day if the affected Pooled
Mortgage Loan is a "defective obligation" within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury Regulations Section 1.860G-2(f)), to
replace the affected Pooled Mortgage Loan with one or more Qualifying Substitute
Mortgage Loans and to pay a cash amount equal to the applicable Substitution
Shortfall Amount, subject to any other applicable terms and conditions of the
related Pooled Mortgage Loan Purchase Agreement and this Agreement. The parties
hereto agree that delivery by the Trustee (or a Custodian on its behalf) of a
certification or schedule of exceptions to a Pooled Mortgage Loan Seller shall
not in and of itself constitute delivery of notice of any Material Document
Defect or knowledge of such Pooled Mortgage Loan Seller of any Material Document
Defect therein. If any Pooled Mortgage Loan is to be repurchased or replaced as
contemplated by this Section 2.03, the applicable Master Servicer shall
designate its Collection Account as the account to which funds in the amount of
the applicable Purchase Price or Substitution Shortfall Amount (as the case may
be) are to be wired, and the applicable Master Servicer shall promptly notify
the Trustee and the Certificate Administrator when such deposit is made. Any
such repurchase or replacement of a Pooled Mortgage Loan shall be on a whole
loan, servicing released basis. Notwithstanding this Section 2.03(b), the
absence from the Mortgage File, (i) on the Closing Date of the Mortgage Note (or
a lost note affidavit and indemnity with a copy of the Mortgage Note) and (ii)
by the first anniversary of the Closing Date, of originals or copies of the
following documents (without the presence of any factor that reasonably
mitigates such absence, non-conformity or irregularity) or of any Specially
Designated Mortgage Loan Document shall be conclusively presumed to be a
Material Document Defect and shall obligate the party discovering such to give
the Trustee prompt notice, whereupon the Trustee shall notify the applicable
Pooled Mortgage Loan Seller to cure such Material Document Defect, or, failing
that, repurchase the related Pooled Mortgage Loan or REO Mortgage Loan, all in
accordance with the procedures set forth herein: (A) the Mortgage and any
separate Assignment of Leases as described by clauses (ii) and (iii)


                                      -86-



of the definition of "Mortgage File"; (B) the title insurance policy as
described in clause (viii) of the definition of "Mortgage File" (or, if the
policy has not yet been issued, an original or copy of a written commitment
"marked-up" at the closing of such Mortgage Loan, interim binder or the pro
forma title insurance policy, in each case evidencing a binding commitment to
issue such policy); or (C) except in the case of a Non-Trust-Serviced Pooled
Mortgage Loan, the assignment of Mortgage (and any separate Assignment of
Leases) as described by clause (iv) of the definition of "Mortgage File".

          The remedies provided for in this Section 2.03(b) with respect to any
Material Document Defect or Material Breach with respect to any Pooled Mortgage
Loan shall apply to the related REO Property.

          If (x) a Defective Pooled Mortgage Loan is to be repurchased or
replaced as described above, (y) such Defective Pooled Mortgage Loan is part of
a Cross-Collateralized Group and (z) the applicable document defect or breach
does not constitute a Material Document Defect or Material Breach, as the case
may be, as to the other Pooled Mortgage Loan(s) that are a part of such
Crossed-Collateralized Group (the "Other Crossed Loans") (without regard to this
paragraph), then the applicable Document Defect or Breach (as the case may be)
shall be deemed to constitute a Material Document Defect or Material Breach (as
the case may be) as to each such Other Crossed Loan for purposes of the above
provisions, and the related Pooled Mortgage Loan Seller shall be obligated to
repurchase or replace each such Other Crossed Loan in accordance with the
provisions above unless, in the case of such Breach or Document Defect:

               (A) the related Pooled Mortgage Loan Seller (at its expense)
     delivers or causes to be delivered to the Trustee an Opinion of Counsel to
     the effect that such Pooled Mortgage Loan Seller's repurchase of only those
     Pooled Mortgage Loans as to which a Material Breach has actually occurred
     without regard to the provisions of this paragraph (the "Affected Loan(s)")
     and the operation of the remaining provisions of this Section 2.03(b) will
     not result in an Adverse REMIC Event or an Adverse Grantor Trust Event
     hereunder; and

               (B) both of the following conditions would be satisfied if the
     related Pooled Mortgage Loan Seller were to repurchase or replace only the
     Affected Loans and not the Other Crossed Loans:

                    (i) the debt service coverage ratio for such Other Crossed
          Loan (excluding the Affected Loan(s)) for the four calendar quarters
          immediately preceding the repurchase or replacement is not less than
          the least of (A) 0.10x below the debt service coverage ratio for the
          Cross-Collateralized Group (including the Affected Loan(s)) set forth
          in Appendix B to the Prospectus Supplement, (B) the debt service
          coverage ratio for the Cross-Collateralized Group (including the
          Affected Loan(s)) for the four preceding calendar quarters preceding
          the repurchase or replacement and (C) 1.25x; and

                    (ii) the loan-to-value ratio for the Other Crossed Loans is
          not greater than the greatest of (A) the loan-to-value ratio,
          expressed as a whole number (taken to one decimal place), for the
          Cross-Collateralized Group (including the Affected Loan(s)) set forth
          in Appendix B to the Prospectus Supplement plus 10%, (B) the
          loan-to-value ratio for the Cross-Collateralized Group (including the
          Affected Loan(s)) at the time of repurchase or replacement and (C)
          75%.

The determination of the applicable Master Servicer as to whether the conditions
set forth above have been satisfied shall be conclusive and binding in the
absence of manifest error. The applicable Master Servicer will be entitled to
cause to be delivered, or direct the related Pooled Mortgage Loan Seller to
cause to be delivered, to the applicable Master Servicer an Appraisal of any or
all of the related Mortgaged Properties for purposes of determining whether the
condition set forth in clause (ii) above has been satisfied, in each case at the
expense of the related Pooled Mortgage Loan Seller if the scope and cost of the
Appraisal is approved by the related Pooled Mortgage Loan Seller and the
Controlling Class Representative (such approval not to be unreasonably withheld
in each case).

          With respect to any Defective Pooled Mortgage Loan that forms a part
of a Cross-Collateralized Group and as to which the conditions described in the
preceding paragraph are satisfied, such that the Trust Fund will continue to
hold the Other Crossed Loans, the related Pooled Mortgage Loan Seller and the
Trustee, as successor to the Depositor, are


                                      -87-



bound by an agreement (set forth in the related Pooled Mortgage Loan Purchase
Agreement) to forbear from enforcing any remedies against the other's Primary
Collateral but each is permitted to exercise remedies against the Primary
Collateral securing its respective Pooled Mortgage Loans, including with respect
to the Trustee, the Primary Collateral securing the Affected Loan(s) still held
by the Trustee, so long as such exercise does not impair the ability of the
other party to exercise its remedies against its Primary Collateral. If the
exercise of remedies by one such party would impair the ability of the other
such party to exercise its remedies with respect to the Primary Collateral
securing the Affected Loan or the Other Crossed Loans, as the case may be, held
by the other such party, then both parties have agreed to forbear from
exercising such remedies unless and until the Mortgage Loan Documents evidencing
and securing the relevant Pooled Mortgage Loans can be modified in a manner that
complies with the applicable Pooled Mortgage Loan Purchase Agreement to remove
the threat of impairment as a result of the exercise of remedies. Any reserve or
other cash collateral or letters of credit securing any of the
Cross-Collateralized Loans shall be allocated between such Pooled Mortgage Loans
in accordance with the Mortgage Loan Documents, or otherwise on a pro rata basis
based upon their outstanding Stated Principal Balances. All other terms of the
Pooled Mortgage Loans shall remain in full force and effect, without any
modification thereof. The Borrowers set forth on Schedule V hereto are intended
third-party beneficiaries of the provisions set forth in this paragraph and the
preceding paragraph. The provisions of this paragraph and the preceding
paragraph may not be modified with respect to any Pooled Mortgage Loan without
the related Borrower's consent.

          To the extent necessary and appropriate, the Trustee shall execute
(or, subject to Section 3.01(b) and Section 3.10, provide the applicable Master
Servicer with a limited power of attorney that enables the applicable Master
Servicer to execute) the modification of the Mortgage Loan Documents that
complies with the applicable Pooled Mortgage Loan Purchase Agreement to remove
the threat of impairment of the ability of the Pooled Mortgage Loan Seller or
the Trust Fund to exercise its remedies with respect to the Primary Collateral
securing the Pooled Mortgage Loan(s) held by such party resulting from the
exercise of remedies by the other such party; provided that the Trustee shall
not be liable for any misuse of any such power of attorney by a Master Servicer.
The applicable Master Servicer shall advance all costs and expenses incurred by
the Trustee and such Master Servicer with respect to any Cross-Collateralized
Group pursuant to this paragraph, and such advances and interest thereon shall
(i) constitute and be reimbursable as Servicing Advances and (ii) be included in
the calculation of Purchase Price for the Pooled Mortgage Loan(s) to be
repurchased or replaced. The applicable Master Servicer shall not be liable to
any Certificateholder or any other party hereto if a modification of the
Mortgage Loan Documents described above cannot be effected for any reason beyond
the control of such Master Servicer.

          The reasonable "out-of-pocket" costs and expenses incurred by the
applicable Master Servicer, the Special Servicer and/or the Trustee pursuant to
this Section 2.03(b), including reasonable attorney fees and expenses, shall
constitute Servicing Advances to the extent not collected from the related
Pooled Mortgage Loan Seller.

          (c) Whenever one or more Replacement Pooled Mortgage Loans are
substituted for a Defective Pooled Mortgage Loan by a Pooled Mortgage Loan
Seller as contemplated by this Section 2.03, the applicable Master Servicer
shall direct the party effecting the substitution to deliver to the Trustee the
related Mortgage File and a certification to the effect that such Replacement
Pooled Mortgage Loan satisfies or such Replacement Pooled Mortgage Loans
satisfy, as the case may be, all of the requirements of the definition of
"Qualifying Substitute Mortgage Loan". No mortgage loan may be substituted for a
Defective Pooled Mortgage Loan as contemplated by this Section 2.03 if the
Pooled Mortgage Loan to be replaced was itself a Replacement Pooled Mortgage
Loan, in which case, absent a cure of the relevant Material Breach or Material
Document Defect, the affected Pooled Mortgage Loan will be required to be
repurchased as contemplated hereby. Monthly Payments due with respect to each
Replacement Pooled Mortgage Loan (if any) after the related date of
substitution, and Monthly Payments due with respect to each corresponding
Deleted Pooled Mortgage Loan (if any) after its respective Cut-off Date and on
or prior to the related date of substitution, shall be part of the Trust Fund.
Monthly Payments due with respect to each Replacement Pooled Mortgage Loan (if
any) on or prior to the related date of substitution, and Monthly Payments due
with respect to each corresponding Deleted Pooled Mortgage Loan (if any) after
the related date of substitution, shall not be part of the Trust Fund and are to
be remitted by the applicable Master Servicer to the party effecting the related
substitution promptly following receipt.


                                      -88-



          If any Pooled Mortgage Loan is to be repurchased or replaced by a
Pooled Mortgage Loan Seller as contemplated by this Section 2.03, the applicable
Master Servicer shall direct such party to amend the Pooled Mortgage Loan
Schedule to reflect the removal of any Deleted Pooled Mortgage Loan and, if
applicable, the substitution of the related Replacement Pooled Mortgage Loan(s);
and, upon its receipt of such amended Pooled Mortgage Loan Schedule, the
applicable Master Servicer shall deliver or cause the delivery of such amended
Pooled Mortgage Loan Schedule to the other parties hereto. Upon any substitution
of one or more Replacement Pooled Mortgage Loans for a Deleted Pooled Mortgage
Loan, such Replacement Pooled Mortgage Loan(s) shall become part of the Trust
Fund and be subject to the terms of this Agreement in all respects.

          The reasonable "out-of-pocket" costs and expenses incurred by the
applicable Master Servicer, the Special Servicer and/or the Trustee pursuant to
this Section 2.03(c), including reasonable attorney fees and expenses, shall
constitute Servicing Advances to the extent not collected from the related
Pooled Mortgage Loan Seller.

          (d) Upon receipt of an Officer's Certificate from the applicable
Master Servicer to the effect that the full amount of the Purchase Price or
Substitution Shortfall Amount (as the case may be) for any Pooled Mortgage Loan
repurchased or replaced by the related Pooled Mortgage Loan Seller as
contemplated by this Section 2.03 has been deposited in such Master Servicer's
Collection Account, and further, if applicable, upon receipt of the Mortgage
File for each Replacement Pooled Mortgage Loan (if any) to be substituted for a
Deleted Pooled Mortgage Loan, together with any certifications and/or opinions
required pursuant to Section 2.03(b) to be delivered by the party effecting the
repurchase/substitution, the Trustee shall (i) release or cause the release of
the Mortgage File and any Additional Collateral held by or on behalf of the
Trustee for the Deleted Pooled Mortgage Loan to the related Pooled Mortgage Loan
Seller or its designee and (ii) execute and deliver such instruments of release,
transfer and/or assignment, in each case without recourse, as shall be provided
to it and are reasonably necessary to vest in the party effecting the
repurchase/substitution or its designee the ownership of the Deleted Pooled
Mortgage Loan, and the applicable Master Servicer shall notify the affected
Borrowers of the transfers of the Deleted Pooled Mortgage Loan(s) and any
Replacement Pooled Mortgage Loan(s). If the Mortgage related to the Deleted
Pooled Mortgage Loan has been recorded in the name of MERS or its designee, the
related Master Servicer shall take all necessary action to reflect the release
of such Mortgage on the records of MERS. In connection with any such repurchase
or substitution by the related Pooled Mortgage Loan Seller, each of the Master
Servicers and the Special Servicers shall deliver to the party effecting the
repurchase/substitution or its designee any portion of the related Servicing
File, together with any Escrow Payments, Reserve Funds and Additional
Collateral, held by or on behalf of such Master Servicer or such Special
Servicer, as the case may be, with respect to the Deleted Pooled Mortgage Loan,
in each case at the expense of the party effecting the repurchase/substitution.
The reasonable "out-of-pocket" costs and expenses, including reasonable
attorneys' fees and expenses, incurred by a Master Servicer, a Special Servicer
and/or the Trustee pursuant to this Section 2.03(d), to the extent not collected
from the related Pooled Mortgage Loan Seller, shall be reimbursable to each of
them as Servicing Advances in respect of the affected Pooled Mortgage Loan.

          (e) The related Pooled Mortgage Loan Purchase Agreement provides the
sole remedies available to the Certificateholders, or the Trustee on their
behalf, respecting any Document Defect or Breach with respect to any Pooled
Mortgage Loan. If, in connection with any Material Document Defect or Material
Breach, the related Pooled Mortgage Loan Seller defaults on its obligations to
cure such Material Document Defect or Material Breach, as the case may be, in
all material respects or to repurchase or replace the affected Pooled Mortgage
Loan as contemplated by this Section 2.03, then the applicable Master Servicer
shall (and the applicable Special Servicer may) promptly notify the Trustee and
the Controlling Class Representative, and the Trustee shall notify the
Certificateholders. Thereafter, the Trustee shall (and the applicable Special
Servicer may in its own name, or, as provided in Section 3.01(b) below, in the
name of the Trustee) take such actions on behalf of the Trust with respect to
the enforcement of such repurchase/substitution obligations, including the
institution and prosecution of appropriate legal proceedings, as the Trustee
(or, if applicable, the applicable Special Servicer) shall determine are in the
best interests of the Certificateholders (taken as a collective whole). Any and
all reasonable "out-of-pocket" costs and expenses incurred by the applicable
Master Servicer, the Trustee and/or the applicable Special Servicer pursuant to
this Section 2.03(e), including, reasonable attorney's fees and expenses, to the
extent not collected from the related Pooled Mortgage Loan Seller, shall
constitute Servicing Advances in respect of the affected Pooled Mortgage Loan.


                                      -89-



          (f) The Trustee shall not consent to the assignment of the related
Pooled Mortgage Loan Seller's obligations under any Pooled Mortgage Loan
Purchase Agreement without written confirmation to the Trustee from each Rating
Agency to the effect that such assignment would not, in and of itself, result in
an Adverse Rating Event with respect to any Class of Rated Certificates.

          SECTION 2.04. Representations and Warranties of the Depositor.

          (a) The Depositor hereby represents and warrants to each of the other
parties hereto and for the benefit of the Certificateholders, as of the Closing
Date, that:

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

               (ii) The Depositor's execution and delivery of, performance
     under, and compliance with this Agreement, will not violate the Depositor's
     organizational documents or constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in the breach of, any material agreement or other material
     instrument to which it is a party or by which it is bound, which default or
     breach, in the good faith and reasonable judgment of the Depositor, is
     likely to affect materially and adversely the ability of the Depositor to
     perform its obligations under this Agreement.

               (iii) The Depositor has the full corporate power and authority to
     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. This Agreement, assuming
     due authorization, execution and delivery by each of the other parties
     hereto, constitutes a valid, legal and binding obligation of the Depositor,
     enforceable against the Depositor in accordance with the terms hereof,
     subject to (A) applicable bankruptcy, insolvency, reorganization,
     receivership, 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.

               (iv) No litigation is pending or, to the best of the Depositor's
     knowledge, threatened against the Depositor that, if determined adversely
     to the Depositor, would prohibit the Depositor from entering into this
     Agreement or that, in the Depositor's good faith and reasonable judgment,
     is likely to materially and adversely affect the ability of the Depositor
     to perform its obligations under this Agreement.

               (v) Immediately prior to the transfer of the Original Pooled
     Mortgage Loans to the Trustee for the benefit of the Certificateholders
     pursuant to this Agreement, the Depositor had such right, title and
     interest in and to each Original Pooled Mortgage Loan as was transferred to
     it by the related Pooled Mortgage Loan Seller pursuant to the related
     Pooled Mortgage Loan Purchase Agreement. The Depositor has not transferred
     any of its right, title and interest in and to the Original Pooled Mortgage
     Loans to any Person other than the Trustee.

               (vi) The Depositor is transferring all of its right, title and
     interest in and to the Original Pooled Mortgage Loans to the Trustee for
     the benefit of the Certificateholders free and clear of any and all liens,
     pledges, charges, security interests and other encumbrances created by or
     through the Depositor.

               (vii) Except for any actions that are the express responsibility
     of another party hereunder or under any Pooled Mortgage Loan Purchase
     Agreement, and further except for actions that the Depositor is expressly
     permitted to complete subsequent to the Closing Date, the Depositor has
     taken all actions required under applicable law to effectuate the transfer
     of all of its right, title and interest in and to the Original Pooled
     Mortgage Loans by the Depositor to the Trustee.

               (viii) No consent, approval, license, authorization or order of
     any state or federal court or governmental agency or body is required for
     the consummation by the Depositor of the transactions contemplated


                                      -90-



     herein, except for (A) those consents, approvals, licenses, authorizations
     or orders that previously have been obtained or where the lack of such
     consent, approval, license, authorization or order would not have a
     material adverse effect on the ability of the Depositor to perform its
     obligations under this Agreement and (B) those filings and recordings of
     the Depositor and assignments thereof that are contemplated by this
     Agreement to be completed after the Closing Date.

          (b) The representations and warranties of the Depositor set forth in
Section 2.04(a) shall survive the execution and delivery of this Agreement and
shall inure to the benefit of the Persons for whose benefit they were made for
so long as the Trust remains in existence. Upon discovery by any party hereto of
any breach of any of such representations and warranties that materially and
adversely affects the interests of the Certificateholders or any party hereto,
the party discovering such breach shall give prompt written notice thereof to
the other parties hereto.

          SECTION 2.05. Representations and Warranties of PAR as a Master
Servicer.

          (a) PAR as a Master Servicer hereby represents and warrants to each of
the other parties hereto and for the benefit of the Certificateholders, as of
the Closing Date, that:

               (i) Such Master Servicer is a corporation duly organized, validly
     existing and in good standing under the laws of the State of Delaware, and
     such Master Servicer is in compliance with the laws of each State in which
     any related Mortgaged Property is located to the extent necessary to ensure
     the enforceability of each Mortgage Loan for which it is the Master
     Servicer hereunder and to perform its obligations under this Agreement.

               (ii) Such Master Servicer's execution and delivery of,
     performance under and compliance with this Agreement, will not violate such
     Master Servicer's organizational documents or constitute a default (or an
     event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material agreement or other
     material instrument to which it is a party or by which it is bound, which
     default or breach, in the good faith and reasonable judgment of such Master
     Servicer, is likely to affect materially and adversely the ability of such
     Master Servicer to perform its obligations under this Agreement.

               (iii) Such Master Servicer has the full power and authority to
     enter into and consummate all transactions involving such Master Servicer
     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 such Master Servicer, enforceable against such
     Master Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, moratorium
     and other laws affecting the enforcement of creditors' rights generally,
     and (B) general principles of equity, regardless of whether such
     enforcement is considered in a proceeding in equity or at law.

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

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by such Master Servicer of the transactions contemplated
     herein, and such Master Servicer possesses all licenses and authorizations
     necessary to perform its obligations under this Agreement, except for those
     consents, approvals, licenses, authorizations or orders that previously
     have


                                      -91-



     been obtained or where the lack of such consent, approval, license,
     authorization or order would not have a material adverse effect on the
     ability of such Master Servicer to perform its obligations under this
     Agreement.

               (vii) No litigation is pending or, to the best of such Master
     Servicer's knowledge, threatened against such Master Servicer that, if
     determined adversely to such Master Servicer, would prohibit such Master
     Servicer from entering into this Agreement or that, in such Master
     Servicer's good faith and reasonable judgment, is likely to materially and
     adversely affect the ability of such Master Servicer to perform its
     obligations under this Agreement.

               (viii) Such Master Servicer has errors and omissions insurance in
     the amounts and with the coverage required by Section 3.07(d).

          (b) The representations and warranties of PAR as a Master Servicer set
forth in Section 2.05(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

          (c) Any successor to PAR as a Master Servicer shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.05(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.05(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.

          SECTION 2.06. Representations and Warranties of WFB as a Master
Servicer.

          (a) WFB as a Master Servicer hereby represents and warrants to each of
the other parties hereto and for the benefit of the Certificateholders, as of
the Closing Date, that:

               (i) Such Master Servicer is a national banking association duly
     organized, validly existing and in good standing under the laws of the
     United States, and such Master Servicer is in compliance with the laws of
     each State in which any related Mortgaged Property is located to the extent
     necessary to ensure the enforceability of each Mortgage Loan for which it
     is the Master Servicer hereunder and to perform its obligations under this
     Agreement, except where the failure to so qualify or comply would not
     adversely affect such Master Servicer's ability to perform its obligations
     hereunder in accordance with the terms of this Agreement.

               (ii) Such Master Servicer's execution and delivery of,
     performance under and compliance with this Agreement, will not violate such
     Master Servicer's organizational documents or constitute a default (or an
     event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in the breach of, any material agreement or other
     material instrument to which it is a party or by which it is bound, which
     default or breach, in the good faith and reasonable judgment of such Master
     Servicer, is likely to affect materially and adversely the ability of such
     Master Servicer to perform its obligations under this Agreement.

               (iii) Such Master Servicer has the full power and authority to
     enter into and consummate all transactions involving such Master Servicer
     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 such Master Servicer, enforceable against such
     Master Servicer in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, 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.


                                      -92-



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

               (vi) No consent, approval, license, authorization or order of any
     state or federal court or governmental agency or body is required for the
     consummation by such Master Servicer of the transactions contemplated
     herein, except for those consents, approvals, licenses, authorizations or
     orders that previously have been obtained or where the lack of such
     consent, approval, license, authorization or order would not have a
     material adverse effect on the ability of such Master Servicer to perform
     its obligations under this Agreement, and, except to the extent in the case
     of performance, that its failure to be qualified as a foreign corporation
     or licensed in one or more states is not necessary for the performance by
     it of its obligations hereunder.

               (vii) No litigation is pending or, to the best of such Master
     Servicer's knowledge, threatened against such Master Servicer that, if
     determined adversely to such Master Servicer, would prohibit such Master
     Servicer from entering into this Agreement or that, in such Master
     Servicer's good faith and reasonable judgment, is likely to materially and
     adversely affect the ability of such Master Servicer to perform its
     obligations under this Agreement.

               (viii) Such Master Servicer has errors and omissions insurance in
     the amounts and with the coverage required by Section 3.07(d).

          (b) The representations and warranties of WFB as a Master Servicer set
forth in Section 2.06(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

          (c) Any successor to WFB as a Master Servicer shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.06(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.06(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.

          SECTION 2.07. Representations and Warranties of the General Special
Servicer.

          (a) The General Special Servicer hereby represents and warrants to
each of the other parties hereto and for the benefit of the Certificateholders,
as of the Closing Date, that:

               (i) The General Special Servicer is a corporation duly organized,
     validly existing and in good standing under the laws of the State of
     Delaware, the General Special Servicer is in compliance with the laws of
     each State in which any related Mortgaged Property is located to the extent
     necessary to ensure the enforceability of each Mortgage Loan and to perform
     its obligations under this Agreement, except where the failure to so
     qualify or comply would not adversely affect the General Special Servicer's
     ability to perform its obligations under this Agreement.

               (ii) The General Special Servicer's execution and delivery of,
     performance under and compliance with this Agreement will not violate the
     General Special Servicer's organizational documents or constitute a default
     (or an event which, with notice or lapse of time, or both, would constitute
     a default) under, or result in the breach of, any material agreement or
     other material instrument to which it is a party or by which it is bound,
     which default or breach, in the good faith and reasonable judgment of the
     General Special Servicer, is


                                      -93-



     likely to affect materially and adversely the ability of the General
     Special Servicer to perform its obligations under this Agreement.

               (iii) The General Special Servicer has the full power and
     authority to enter into and consummate all transactions involving the
     General Special Servicer 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 General Special Servicer, enforceable against
     the General Special Servicer in accordance with the terms hereof, subject
     to (A) applicable bankruptcy, insolvency, reorganization, receivership,
     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 General Special Servicer is not in violation of, and its
     execution and delivery of, performance under 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 General Special Servicer's good faith and reasonable
     judgment, is likely to affect materially and adversely the ability of the
     General Special Servicer to perform its obligations under this Agreement.

               (vi) No consent, approval, license, authorization or order of any
     state or federal court or governmental agency or body is required for the
     consummation by the General Special Servicer of the transactions
     contemplated herein, except for those consents, approvals, licenses,
     authorizations or orders that previously have been obtained or where the
     lack of such consent, approval, license, authorization or order would not
     have a material adverse effect on the ability of the General Special
     Servicer to perform its obligations under this Agreement.

               (vii) No litigation is pending or, to the best of the General
     Special Servicer's knowledge, threatened against the General Special
     Servicer that, if determined adversely to the General Special Servicer,
     would prohibit the General Special Servicer from entering into this
     Agreement or that, in the General Special Servicer's good faith and
     reasonable judgment, is likely to materially and adversely affect the
     ability of the General Special Servicer to perform its obligations under
     this Agreement.

               (viii) The General Special Servicer has errors and omissions
     insurance in the amounts and with the coverage required by Section 3.07(d).

          (b) The representations and warranties of the General Special Servicer
set forth in Section 2.07(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any of such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
to each of the other parties hereto.

          (c) Any successor General Special Servicer shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.07(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.07(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.


                                      -94-



          SECTION 2.08. Representations and Warranties of the Loan Specific
Special Servicers.

          (a) Each Loan Specific Special Servicer hereby represents and warrants
to each of the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, or as of the date when it is
appointed as Loan-Specific Special Servicer hereunder, that:

               (i) Such Loan Specific Special Servicer is duly organized,
     validly existing and in good standing as a Delaware corporation, and such
     Loan Specific Special Servicer is in compliance with the laws of each State
     in which any related Mortgaged Property is located to the extent necessary
     to ensure the enforceability of the related Mortgage Loan Group and to
     perform its obligations under this Agreement, except where the failure to
     so qualify or comply would not adversely affect such Loan Specific Special
     Servicer's ability to perform its obligations under this Agreement.

               (ii) Such Loan Specific Special Servicer's execution and delivery
     of, performance under and compliance with this Agreement will not violate
     such Loan Specific Special Servicer's organizational documents or
     constitute a default (or an event which, with notice or lapse of time, or
     both, would constitute a default) under, or result in the breach of, any
     material agreement or other material instrument to which it is a party or
     by which it is bound, which default or breach, in the good faith and
     reasonable judgment of such Loan Specific Special Servicer, is likely to
     affect materially and adversely the ability of such Loan Specific Special
     Servicer to perform its obligations under this Agreement.

               (iii) Such Loan Specific Special Servicer has the requisite power
     and authority to enter into and consummate all transactions involving such
     Loan Specific Special Servicer 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 such Loan Specific Special Servicer, enforceable
     against such Loan Specific Special Servicer in accordance with the terms
     hereof, subject to (A) applicable bankruptcy, insolvency, reorganization,
     receivership, moratorium and other laws affecting the enforcement of
     creditors' rights generally and the rights of creditors of banks, and (B)
     general principles of equity, regardless of whether such enforcement is
     considered in a proceeding in equity or at law.

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

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by such Loan Specific Special Servicer of the transactions
     contemplated herein, except for those consents, approvals, authorizations
     or orders that previously have been obtained or where the lack of such
     consent, approval, license, authorization or order would not have a
     material adverse effect on the ability of such Loan Specific Special
     Servicer to perform its obligations under this Agreement.

               (vii) No litigation is pending or, to the best of such Loan
     Specific Special Servicer's knowledge, threatened against such Loan
     Specific Special Servicer that, if determined adversely to such Loan
     Specific Special Servicer, would prohibit such Loan Specific Special
     Servicer from entering into this Agreement or that, in such Loan Specific
     Special Servicer's good faith and reasonable judgment, is likely to
     materially and


                                      -95-



     adversely affect the ability of such Loan Specific Special Servicer to
     perform its obligations under this Agreement.

               (viii) Such Loan Specific Special Servicer has errors and
     omissions insurance in the amounts and the coverage required by Section
     3.07(d).

          (b) The representations and warranties of each Loan Specific Special
Servicer set forth in Section 2.08(a) shall survive the execution and delivery
of this Agreement and shall inure to the benefit of the Persons for whose
benefit they were made for so long as the Trust remains in existence. Upon
discovery by any party hereto of a breach of any of such representations and
warranties that materially and adversely affects the interests of the
Certificateholders or any party hereto, the party discovering such breach shall
give prompt written notice to each of the other parties hereto.

          (c) Any successor Loan Specific Special Servicer shall be deemed to
have made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.08(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.08(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.

          SECTION 2.09. Representations and Warranties of the Certificate
                        Administrator.

          (a) The Certificate Administrator hereby represents and warrants to
each of the other parties hereto and for the benefit of the Certificateholders,
as of the Closing Date, that:

               (i) The Certificate Administrator is duly organized, validly
     existing and in good standing as a national banking association under the
     laws of the United States and possesses all licenses and authorizations
     necessary to the performance of its obligations under this Agreement.

               (ii) The Certificate Administrator's execution and delivery of,
     performance under and compliance with this Agreement will not violate the
     Certificate Administrator's organizational documents or constitute a
     default (or an event which, with notice or lapse of time, or both, would
     constitute a default) under, or result in the breach of, any material
     agreement or other material instrument to which it is a party or by which
     it is bound, which default or breach, in the good faith and reasonable
     judgment of the Certificate Administrator, is likely to affect materially
     and adversely the ability of the Certificate Administrator to perform its
     obligations under this Agreement.

               (iii) The Certificate Administrator has the requisite power and
     authority to enter into and consummate all transactions involving the
     Certificate Administrator 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 Certificate Administrator, enforceable
     against the Certificate Administrator in accordance with the terms hereof,
     subject to (A) applicable bankruptcy, insolvency, reorganization,
     receivership, moratorium and other laws affecting the enforcement of
     creditors' rights generally and the rights of creditors of banks, and (B)
     general principles of equity, regardless of whether such enforcement is
     considered in a proceeding in equity or at law.

               (v) The Certificate Administrator is not in violation of, and its
     execution and delivery of, performance under 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 Certificate Administrator's reasonable judgment, is
     likely to affect materially and adversely the ability of the Certificate
     Administrator to perform its obligations under this Agreement.


                                      -96-



               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Certificate Administrator of the transactions
     contemplated herein, except for those consents, approvals, authorizations
     or orders that previously have been obtained.

               (vii) No litigation is pending or, to the best of the Certificate
     Administrator's knowledge, threatened against the Certificate Administrator
     that, if determined adversely to the Certificate Administrator, would
     prohibit the Certificate Administrator from entering into this Agreement or
     that, in the Certificate Administrator's reasonable judgment, is likely to
     materially and adversely affect the ability of the Certificate
     Administrator to perform its obligations under this Agreement.

               (viii) The Certificate Administrator is eligible to act in such
     capacity hereunder in accordance with Section 8.06.

          (b) The representations and warranties of the Certificate
Administrator set forth in Section 2.09(a) shall survive the execution and
delivery of this Agreement and shall inure to the benefit of the Persons for
whose benefit they were made for so long as the Trust remains in existence. Upon
discovery by any party hereto of a breach of any of such representations and
warranties that materially and adversely affects the interests of the
Certificateholders or any party hereto, the party discovering such breach shall
give prompt written notice to each of the other parties hereto.

          (c) Any successor Certificate Administrator shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.09(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.09(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.

          SECTION 2.10. Representations and Warranties of the Tax Administrator.

          (a) The Tax Administrator hereby represents and warrants to, and
covenants with, each of the other parties hereto and for the benefit of the
Certificateholders, as of the Closing Date, that:

               (i) The Tax Administrator is duly organized, validly existing and
     in good standing as a national banking association under the laws of the
     United States and possesses all licenses and authorizations necessary to
     the performance of its obligations under this Agreement.

               (ii) The Tax Administrator's execution and delivery of,
     performance under and compliance with this Agreement will not violate the
     Tax Administrator's organizational documents or constitute a default (or an
     event which, with notice or lapse of time, or both, would constitute a
     default) under, or result in a material breach of, any material agreement
     or other material instrument to which it is a party or by which it is
     bound, which default or breach, in the reasonable judgment of the Tax
     Administrator, is likely to affect materially and adversely the ability of
     the Tax Administrator to perform its obligations under this Agreement.

               (iii) The Tax Administrator has the requisite 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 the valid, legal
     and binding obligation of the Tax Administrator, enforceable against the
     Tax Administrator in accordance with the terms hereof, subject to (A)
     applicable bankruptcy, insolvency, reorganization, receivership, moratorium
     and other laws affecting the enforcement of creditors' rights generally and
     the rights of creditors of banks, and (B) general principles of equity,
     regardless of whether such enforcement is considered in a proceeding in
     equity or at law.


                                      -97-



               (v) The Tax Administrator is not in violation of, and its
     execution and delivery of, performance under and compliance with 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 Tax Administrator's reasonable judgment, is likely to affect materially
     and adversely the ability of the Tax Administrator to perform its
     obligations under this Agreement.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Tax Administrator of the transactions contemplated
     herein, except for those consents, approvals, authorizations or orders that
     previously have been obtained.

               (vii) No litigation is pending or, to the best of the Tax
     Administrator's knowledge, threatened against the Tax Administrator that,
     if determined adversely to the Tax Administrator, would prohibit the Tax
     Administrator from entering into this Agreement or that, in the Tax
     Administrator's reasonable judgment, is likely to materially and adversely
     affect the ability of the Tax Administrator to perform its obligations
     under this Agreement.

               (viii) The Tax Administrator is eligible to act in such capacity
     hereunder in accordance with Section 8.06.

          (b) The representations and warranties of the Tax Administrator set
forth in Section 2.10(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any such representations and warranties that
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall give prompt written notice
thereof to the other parties hereto and the Controlling Class Representative.

          (c) Any successor to the Tax Administrator shall be deemed to have
made, as of the date of its succession, each of the representations and
warranties set forth in Section 2.10(a), subject to such appropriate
modifications to the representation and warranty set forth in Section 2.10(a)(i)
to accurately reflect such successor's jurisdiction of organization and whether
it is a corporation, partnership, bank, association or other type of
organization.

          SECTION 2.11. Representations, Warranties and Covenants of the
                        Trustee.

          (a) The Trustee hereby represents and warrants to, and covenants with,
each of the other parties hereto and for the benefit of the Certificateholders,
as of the Closing Date, that:

               (i) The Trustee is duly organized, validly existing and in good
     standing as a national banking association under the laws of the United
     States and is, shall be or, if necessary, shall appoint a co-trustee that
     is, in compliance with the laws of each State in which any Mortgaged
     Property is located to the extent necessary to ensure the enforceability of
     each Mortgage Loan (insofar as such enforceability is dependent upon
     compliance by the Trustee with such laws) and to perform its obligations
     under this Agreement and possesses all licenses and authorizations
     necessary to the performance of its obligations under this Agreement.

               (ii) The Trustee's execution and delivery of, performance under
     and compliance with this Agreement, will not violate the Trustee's
     organizational documents or constitute a default (or an event which, with
     notice or lapse of time, or both, would constitute a default) under, or
     result in a material breach of, any material agreement or other material
     instrument to which it is a party or by which it is bound, which breach or
     default, in the good faith and reasonable judgment of the Trustee is likely
     to affect materially and adversely the ability of the Trustee to perform
     its obligations under this Agreement.


                                      -98-



               (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, receivership, moratorium and other laws
     affecting the enforcement of creditors' rights generally and, in
     particular, the rights of creditors of national banking associations, 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, performance under and compliance with this Agreement will not
     constitute a violation of, any law, any order or decree of any court or
     arbiter, or any order, regulation or demand of any federal, state or local
     governmental or regulatory authority, which violation, in the Trustee's
     good faith and reasonable judgment, is likely to affect materially and
     adversely the ability of the Trustee to perform its obligations under this
     Agreement.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by the Trustee of the transactions contemplated herein, except
     for those consents, approvals, authorizations or orders that previously
     have been obtained.

               (vii) No litigation is pending or, to the best of the Trustee's
     knowledge, threatened against the Trustee that, if determined adversely to
     the Trustee, would prohibit the Trustee from entering into this Agreement
     or that, in the Trustee's good faith and reasonable judgment, is likely to
     materially and adversely affect the ability of the Trustee to perform its
     obligations under this Agreement.

               (viii) The Trustee is eligible to act as trustee hereunder in
     accordance with Section 8.06.

          (b) The representations, warranties and covenants of the Trustee set
forth in Section 2.11(a) shall survive the execution and delivery of this
Agreement and shall inure to the benefit of the Persons for whose benefit they
were made for so long as the Trust remains in existence. Upon discovery by any
party hereto of a breach of any such representations, warranties and covenants
that materially and adversely affects the interests of the Certificateholders or
any party hereto, the party discovering such breach shall give prompt written
notice thereof to the other parties hereto.

          (c) Any successor Trustee shall be deemed to have made, as of the date
of its succession, each of the representations and warranties set forth in
Section 2.11(a), subject to such appropriate modifications to the
representation, warranty and covenant set forth in Section 2.11(a)(i) to
accurately reflect such successor's jurisdiction of organization and whether it
is a corporation, partnership, bank, association or other type of organization.

          SECTION 2.12. Creation of REMIC I; Issuance of the REMIC I Regular
                        Interests and the REMIC I Residual Interest; Certain
                        Matters Involving REMIC I.

          (a) It is the intention of the parties hereto that the following
segregated pool of assets constitute a REMIC for federal income tax purposes
and, further, that such segregated pool of assets be designated as "REMIC I":
(i) the Pooled Mortgage Loans that are from time to time subject to this
Agreement, together with (A) all payments under and proceeds of such Pooled
Mortgage Loans received after the Closing Date or, in the case of any such
Pooled Mortgage Loan that is a Replacement Pooled Mortgage Loan, after the
related date of substitution (other than scheduled payments of interest and
principal due on or before the respective Cut-off Dates for such Pooled Mortgage
Loans or, in the case of any such Pooled Mortgage Loan that is a Replacement
Pooled Mortgage Loan, on or before the related date of substitution, and
exclusive of any such amounts that constitute Excess Servicing Fees and/or
Post-ARD Additional Interest), and (B) all rights of the holder of such Pooled
Mortgage Loans under the related Mortgage Loan Documents and in and to any
related Additional Collateral; (ii) any REO Property acquired in respect of any
Pooled Mortgage Loan (or, in the case of


                                      -99-



any REO Property related to a Non-Trust-Serviced Pooled Mortgage Loan, the
beneficial interest of the holder of the related Pooled Mortgage Loan in such
REO Property); (iii) such funds and assets as from time to time are deposited in
the Collection Accounts (but not in any Companion Note Custodial Account or any
Subordinate Note Custodial Account), the Distribution Account, the Interest
Reserve Account, the Excess Liquidation Proceeds Account and, if established
(but, in the case of any such account established with respect to a Serviced
Mortgage Loan Group, subject to the rights of the Serviced Non-Pooled Mortgage
Loan Noteholders), the REO Accounts (exclusive of any such amounts that
constitute Excess Servicing Fees and/or Post-ARD Additional Interest); and (iv)
the rights of the Depositor under Sections 2, 3, 4 (other than Section 4(c)) and
5 (and, to the extent related to the foregoing, Sections 9, 10, 11, 12, 13, 14,
15, 17 and 18) of each Pooled Mortgage Loan Purchase Agreement. The Closing Date
is hereby designated as the "Startup Day" of REMIC I within the meaning of
Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment to the Trustee of the Original
Pooled Mortgage Loans and certain related assets, pursuant to Section 2.01(b),
and in exchange therefor, the REMIC I Regular Interests and the REMIC I Residual
Interest shall be issued. A single separate REMIC I Regular Interest shall be
issued with respect to each Original Pooled Mortgage Loan. For purposes of this
Agreement each REMIC I Regular Interest shall relate to the Original Pooled
Mortgage Loan in respect of which it was issued, to each Replacement Pooled
Mortgage Loan (if any) substituted for such Original Pooled Mortgage Loan and to
each REO Pooled Mortgage Loan deemed outstanding with respect to any REO
Property acquired in respect of such Original Pooled Mortgage Loan or any such
Replacement Pooled Mortgage Loan (or, in the case of any REO Property related to
a Non-Trust-Serviced Pooled Mortgage Loan, the beneficial interest of the holder
of the related Pooled Mortgage Loan in any related REO Property). Neither the
REMIC I Residual Interest nor any of the REMIC I Regular Interests shall be
certificated. The REMIC I Regular Interests and the REMIC I Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC I.

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

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

          (e) Each REMIC I Regular Interest shall have an Uncertificated
Principal Balance. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC I Regular Interest shall equal the Cut-off Date Principal Balance
of the related Original Pooled Mortgage Loan (as specified in the Pooled
Mortgage Loan Schedule). On each Distribution Date, the Uncertificated Principal
Balance of each REMIC I Regular Interest shall be permanently reduced by any
distributions of principal deemed made with respect to such REMIC I Regular
Interest on such Distribution Date pursuant to Section 4.01(j) and shall be
further adjusted in the manner and to the extent provided in Section 4.04(c).
Except as provided in the preceding sentence and except to the extent of the
recovery of amounts previously allocated as a Realized Loss as a result of the
reimbursement from principal collections of Nonrecoverable Advances, the
Uncertificated Principal Balance of each REMIC I Regular Interest shall not
otherwise be increased or reduced. Deemed distributions to REMIC II in
reimbursement of any Realized Losses and Additional Trust Fund Expenses
previously deemed allocated to a REMIC I Regular Interest, shall not constitute
deemed distributions of principal and shall not result in any reduction of the
Uncertificated Principal Balance of such REMIC I Regular Interest.

          (f) The per annum rate at which each REMIC I Regular Interest shall
accrue interest during each Interest Accrual Period is herein referred to as its
"REMIC I Remittance Rate". The REMIC I Remittance Rate in respect of any
particular REMIC I Regular Interest, for any Interest Accrual Period, shall
equal: (A) if the related Original Pooled Mortgage Loan is or was, as the case
may be, a 30/360 Mortgage Loan, the related Net Mortgage Rate then in effect
(including as a result of any step-up provision) for the related Original Pooled
Mortgage Loan under the original terms of such Pooled Mortgage loan in effect as
of the Closing Date (without regard to any modifications, extensions, waivers or
amendments of such Pooled Mortgage Loan subsequent to the Closing Date, whether
entered into by the applicable


                                      -100-



Master Servicer or the applicable Special Servicer or in connection with any
bankruptcy, insolvency or other similar proceeding involving the related
Borrower) and (B) if the related Original Pooled Mortgage Loan is or was, as the
case may be, an Actual/360 Mortgage Loan, a fraction (expressed as a
percentage), the numerator of which is the product of 12 times the Adjusted
Actual/360 Accrued Interest Amount with respect to such REMIC I Regular Interest
for such Interest Accrual Period, and the denominator of which is the
Uncertificated Principal Balance of such REMIC I Regular Interest immediately
prior to the Distribution Date that corresponds to such Interest Accrual Period.

          The "Adjusted Actual/360 Accrued Interest Amount" with respect to any
REMIC I Regular Interest referred to in clause (B) of the second sentence of the
prior paragraph, for any Interest Accrual Period, is an amount of interest equal
to the product of (a) the Net Mortgage Rate then in effect (including as a
result of any step-up provision) for the related Pooled Mortgage Loan under the
original terms of such Pooled Mortgage loan in effect as of the Closing Date
(without regard to any modifications, extensions, waivers or amendments of such
Pooled Mortgage Loan subsequent to the Closing Date, whether entered into by the
applicable Master Servicer or the applicable Special Servicer or in connection
with any bankruptcy, insolvency or other similar proceeding involving the
related Borrower), multiplied by (b) a fraction, the numerator of which is the
number of days in such Interest Accrual Period, and the denominator of which is
360, multiplied by (c) the Uncertificated Principal Balance of such REMIC I
Regular Interest immediately prior to the Distribution Date that corresponds to
such Interest Accrual Period; provided that, if the subject Interest Accrual
Period occurs during (x) December of 2006 or December of any year thereafter
that does not immediately precede a leap year or (y) January of 2007 or January
of any year thereafter, then the amount of interest calculated with respect to
the subject REMIC I Regular Interest pursuant to this definition for such
Interest Accrual Period without regard to this proviso shall be decreased by the
Interest Reserve Amount, if any (and the fraction described in clause (B) of the
second sentence of the preceding paragraph shall be adjusted accordingly), with
respect to the related Pooled Mortgage Loan (or any successor REO Pooled
Mortgage Loan with respect thereto) transferred, in accordance with Section
3.04(c), from the Distribution Account to the Interest Reserve Account on the
Master Servicer Remittance Date that occurs immediately following the end of
such Interest Accrual Period; and provided, further, that, if the subject
Interest Accrual Period occurs during February of 2007 or February of any year
thereafter (or any December or January preceding the month of the Final
Distribution Date), then the amount of interest calculated with respect to the
subject REMIC I Regular Interest pursuant to this definition for such Interest
Accrual Period without regard to this proviso shall be increased by the Interest
Reserve Amount(s), if any (and the fraction described in clause (B) of the
second sentence of the preceding paragraph shall be adjusted accordingly), with
respect to the related Pooled Mortgage Loan (or any successor REO Pooled
Mortgage Loan with respect thereto) transferred, in accordance with Section
3.05(c), from the Interest Reserve Account to the Distribution Account on the
Master Servicer Remittance Date that occurs immediately following the end of
such Interest Accrual Period.

          (g) Each REMIC I Regular Interest shall bear interest. Such interest
shall be calculated on a 30/360 Basis and, during each Interest Accrual Period,
such interest shall accrue at the REMIC I Remittance Rate with respect to such
REMIC I Regular Interest for such Interest Accrual Period on the Uncertificated
Principal Balance of such REMIC I Regular Interest outstanding immediately prior
to the related Distribution Date. The total amount of interest accrued with
respect to each REMIC I Regular Interest during each Interest Accrual Period is
referred to herein as its "Uncertificated Accrued Interest" for such Interest
Accrual Period. The portion of the Uncertificated Accrued Interest with respect
to any REMIC I Regular Interest for any Interest Accrual Period that shall be
distributable to REMIC II, as the holder of such REMIC I Regular Interest, on
the related Distribution Date pursuant to Section 4.01(j), shall be an amount
(herein referred to as the "Uncertificated Distributable Interest" with respect
to such REMIC I Regular Interest for the related Distribution Date) equal to (i)
the Uncertificated Accrued Interest with respect to such REMIC I Regular
Interest for the related Interest Accrual Period, reduced (to not less than
zero) by (ii) the portion of any Net Aggregate Prepayment Interest Shortfall for
such Distribution Date that is allocable to such REMIC I Regular Interest. For
purposes of the foregoing, the Net Aggregate Prepayment Interest Shortfall, if
any, for each Distribution Date shall be allocated among all the REMIC I Regular
Interests on a pro rata basis in accordance with their respective amounts of
Uncertificated Accrued Interest for the related Interest Accrual Period. If the
entire Uncertificated Distributable Interest with respect to any REMIC I Regular
Interest for any Distribution Date is not deemed distributed to REMIC II, as the
holder of such REMIC I Regular Interest, on such Distribution Date pursuant to
Section 4.01(j), then the unpaid portion of such Uncertificated Distributable
Interest


                                      -101-



shall be distributable with respect to such REMIC I Regular Interest for future
Distribution Dates as provided in such Section 4.01(j).

          (h) Solely for purposes of satisfying Treasury Regulations Section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC I Regular
Interest shall be the Rated Final Distribution Date.

          (i) The REMIC I Residual Interest will not have a principal balance
and will not bear interest.

          SECTION 2.13. Conveyance of the REMIC I Regular Interests; Acceptance
                        of the REMIC I Regular Interests by Trustee.

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

          SECTION 2.14. Creation of REMIC II; Issuance of the REMIC II Regular
                        Interests and the REMIC II Residual Interest; Certain
                        Matters Involving REMIC II.

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of the REMIC I Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC II". The Closing Date is hereby designated as the "Startup
Day" of REMIC II within the meaning of Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment of the REMIC I Regular Interests
to the Trustee pursuant to Section 2.13 and in exchange therefor, the REMIC II
Regular Interests and the REMIC II Residual Interest shall be issued. Neither
the REMIC II Residual Interest nor any of the REMIC II Regular Interests shall
be certificated. The REMIC II Regular Interests and the REMIC II Residual
Interest shall collectively constitute the entire beneficial ownership of REMIC
II.

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

          (d) The REMIC II Regular Interests will have the alphabetic or
alphanumeric designations indicated in the table set forth in the Preliminary
Statement under the caption "REMIC II".

          (e) Each REMIC II Regular Interest shall have an Uncertificated
Principal Balance. As of the Closing Date, the Uncertificated Principal Balance
of each REMIC II Regular Interest shall equal the amount set forth opposite such
REMIC II Regular Interest in the table set forth in the Preliminary Statement
under the caption "REMIC II". On each Distribution Date, the Uncertificated
Principal Balance of each REMIC II Regular Interest shall be permanently reduced
by any distributions of principal deemed made with respect to such REMIC II
Regular Interest on such Distribution Date pursuant to Section 4.01(i) and shall
be further adjusted in the manner and to the extent provided in Section 4.04(b).
Except as provided in the preceding sentence and except to the extent of the
recovery of amounts previously allocated as a Realized Loss as a result of the
reimbursement from principal collections of Nonrecoverable Advances, the
Uncertificated Principal Balance of each REMIC II Regular Interest shall not
otherwise be increased or reduced. Deemed distributions to REMIC III in
reimbursement of any Realized Losses and Additional Trust Fund


                                     -102-



Expenses previously deemed allocated to a REMIC II Regular Interest, shall not
constitute deemed distributions of principal and shall not result in any
reduction of the Uncertificated Principal Balance of such REMIC II Regular
Interest.

          (f) The per annum rate at which each REMIC II Regular Interest shall
accrue interest during each Interest Accrual Period is herein referred to as its
"REMIC II Remittance Rate". The REMIC II Remittance Rate with respect to each
REMIC II Regular Interest, for any Interest Accrual Period, is the Weighted
Average REMIC I Remittance Rate for such Interest Accrual Period. The "Weighted
Average REMIC I Remittance Rate" with respect to any Interest Accrual Period is
the rate per annum equal to the weighted average, expressed as a percentage and
rounded to six decimal places, of the REMIC I Remittance Rates applicable to the
respective REMIC I Regular Interests for such Interest Accrual Period, weighted
on the basis of the respective Uncertificated Principal Balances of such REMIC I
Regular Interests outstanding immediately prior to the related Distribution
Date.

          (g) Each REMIC II Regular Interest shall bear interest. Such interest
shall be calculated on a 30/360 Basis and, during each Interest Accrual Period,
such interest shall accrue at the REMIC II Remittance Rate with respect to such
REMIC II Regular Interest for such Interest Accrual Period on the Uncertificated
Principal Balance of such REMIC II Regular Interest outstanding immediately
prior to the related Distribution Date. The total amount of interest accrued
with respect to each REMIC II Regular Interest during each Interest Accrual
Period is referred to herein as its "Uncertificated Accrued Interest" for such
Interest Accrual Period. The portion of the Uncertificated Accrued Interest with
respect to any REMIC II Regular Interest for any Interest Accrual Period that
shall be distributable to REMIC III, as the holder of such REMIC II Regular
Interest, on the related Distribution Date pursuant to Section 4.01(i), shall be
an amount (herein referred to as the "Uncertificated Distributable Interest"
with respect to such REMIC II Regular Interest for the related Distribution
Date) equal to (i) the Uncertificated Accrued Interest with respect to such
REMIC II Regular Interest for the related Interest Accrual Period, reduced (to
not less than zero) by (ii) the portion of any Net Aggregate Prepayment Interest
Shortfall for such Distribution Date that is allocable to such REMIC II Regular
Interest. For purposes of the foregoing, the Net Aggregate Prepayment Interest
Shortfall, if any, for each Distribution Date shall be allocated among all the
REMIC II Regular Interests on a pro rata basis in accordance with their
respective amounts of Uncertificated Accrued Interest for the related Interest
Accrual Period. If the entire Uncertificated Distributable Interest with respect
to any REMIC II Regular Interest for any Distribution Date is not deemed
distributed to REMIC III, as the holder of such REMIC II Regular Interest, on
such Distribution Date pursuant to Section 4.01(i), then the unpaid portion of
such Uncertificated Distributable Interest shall be distributable with respect
to such REMIC II Regular Interest for future Distribution Dates as provided in
such Section 4.01(i).

          (h) Solely for purposes of satisfying Treasury Regulations Section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each REMIC II Regular
Interest shall be the Rated Final Distribution Date.

          (i) The REMIC II Residual Interest shall not have a principal balance
and shall not bear interest.

          SECTION 2.15. Conveyance of the REMIC II Regular Interests; Acceptance
                        of the REMIC II Regular Interests by Trustee.

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


                                      -103-



          SECTION 2.16. Creation of REMIC III; Issuance of the REMIC III
                        Certificates, the REMIC III Components and the REMIC III
                        Residual Interest; Certain Matters Involving REMIC III.

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of the REMIC II Regular Interests constitute a REMIC for
federal income tax purposes and, further, that such segregated pool of assets be
designated as "REMIC III". The Closing Date is hereby designated as the "Startup
Day" of REMIC III within the meaning of Section 860G(a)(9) of the Code.

          (b) Concurrently with the assignment of the REMIC II Regular Interests
to the Trustee pursuant to Section 2.15 and in exchange therefor, the REMIC III
Residual Interest shall be issued and the Certificate Administrator shall
execute, and the Authenticating Agent shall authenticate and deliver, to or upon
the order of the Depositor, the Class A-1, Class A-2, Class A-3, Class A-AB,
Class A-4, Class A-1A, Class A-M, Class A-J, Class X-1, Class X-2, Class X-W,
Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K,
Class L, Class M, Class N, Class O and Class P Certificates in authorized
denominations. The Class X-1 Certificates shall collectively represent all of
the REMIC III Components whose designations are described in the first sentence
under the caption "REMIC III--Designations of the REMIC III Components" in the
Preliminary Statement hereto, the "Class X-2 Certificates shall collectively
represent all of the REMIC III Components whose designations are described in
the second sentence under the caption "REMIC III--Designations of the REMIC III
Components" in the Preliminary Statement hereto and the Class X-W Certificates
shall collectively represent all of the REMIC III Components whose designations
are described in the third sentence under the caption "REMIC III--Designations
of the REMIC III Components" in the Preliminary Statement hereto. The REMIC III
Residual Interest shall not be certificated. The interests evidenced by the
REMIC III Certificates, together with the REMIC III Residual Interest, shall
collectively constitute the entire beneficial ownership of REMIC III.

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

          (d) The REMIC III Components of the Class X-1 Certificates, the REMIC
III Components of the Class X-2 Certificates, the REMIC III Components of the
Class X-W Certificates and the REMIC III Certificates will have the alphabetic
or alphanumeric designations indicated in the Preliminary Statement under the
caption "REMIC III".

          (e) Each Class of Principal Balance Certificates shall have a Class
Principal Balance. As of the Closing Date, the Class Principal Balance of each
such Class of Principal Balance Certificates shall equal the amount set forth
opposite such Class of Certificates in the table set forth in the Preliminary
Statement under the caption "REMIC III". On each Distribution Date, the Class
Principal Balance of each such Class of Principal Balance Certificates shall be
permanently reduced by any distributions of principal made in respect of such
Class on such Distribution Date pursuant to Section 4.01(a) and shall be further
adjusted in the manner and to the extent provided in Section 4.04(a). Except as
provided in the preceding sentence and except to the extent of the recovery of
amounts previously allocated as a Realized Loss as a result of the reimbursement
from principal collections of Nonrecoverable Advances, the Class Principal
Balance of each such Class of Principal Balance Certificates shall not otherwise
be increased or reduced. Distributions in reimbursement of the Holders of any
such Class of Certificates for previously allocated Realized Losses and
Additional Trust Fund Expenses shall not constitute distributions of principal
and shall not result in any reduction of the Certificate Principal Balances of
such Principal Balance Certificates or of the related Class Principal Balance of
such Class of Principal Balance Certificate.

          The Interest Only Certificates shall not have principal balances. For
purposes of accruing interest, however, each Class of Interest Only Certificates
shall have or be deemed to have a Class Notional Amount that is, as of any date
of determination, equal to: (i) in the case of the Class X-1 Certificates, the
total of the then Component Notional Amounts of the REMIC III Components of the
Class X-1 Certificates; (ii) in the case of the Class X-2 Certificates, (A)


                                      -104-



from the Closing Date through and including the Distribution Date in December
2013, the aggregate of the Component Notional Amounts of those REMIC III
Components of the Class X-2 Certificates for which the related Class X-2
Termination Date has not occurred as of such date of determination; and (B)
subsequent to the Distribution Date in December 2013, zero ($0); and (iii) in
the case of the Class X-W Certificates, the total of the then Component Notional
Amounts of the REMIC III Components of the Class X-W Certificates.

          None of the REMIC III Components of the Class X-1 Certificates, the
REMIC III Components of the Class X-2 Certificates or the REMIC III Components
of the Class X-W Certificates shall have a principal balance. For purposes of
accruing interest, however, each REMIC III Component of the Class X-1
Certificates, each REMIC III Component of the Class X-2 Certificates and each
REMIC III Component of the Class X-W Certificates shall have a Component
Notional Amount. The Component Notional Amount of each REMIC III Component of
the Class X-1 Certificates is, as of any date of determination, equal to 50% of
the then current Uncertificated Principal Balance of the REMIC II Regular
Interest that is the Corresponding REMIC II Regular Interest for such REMIC III
Component. The Component Notional Amount of each REMIC III Component of the
Class X-2 Certificates is, as of any date of determination, equal to 50% of the
then current Uncertificated Principal Balance of the REMIC II Regular Interest
that is the Corresponding REMIC II Regular Interest for such REMIC III
Component. The Component Notional Amount of each REMIC III Component of the
Class X-W Certificates is, as of any date of determination, equal to 50% of the
then current Uncertificated Principal Balance of the REMIC II Regular Interest
that is the Corresponding REMIC II Regular Interest for such REMIC III
Component.

          (f) Each Class of REMIC III Certificates shall have or be deemed to
have a Pass-Through Rate. In each such case, the "Pass-Through Rate" for any
Interest Accrual Period shall equal: (a) with respect to the Class A-1
Certificates, an annual rate equal to 5.044% per annum, (b) with respect to the
Class A-2 Certificates, an annual rate equal to 5.123% per annum; (c) with
respect to the Class A-3 Certificates, an annual rate equal to 5.209% per annum;
(d) with respect to the Class A-AB Certificates, an annual rate equal to 5.171%
per annum; (e) with respect to the Class A-4 Certificates, an annual rate equal
to 5.201% per annum; (f) with respect to the Class A-1A Certificates, 5.189% per
annum; (g) with respect to the Class A-M Certificates, an annual rate equal to
5.243% per annum; (h) with respect to the Class A-J Certificates, an annual rate
equal to 5.273% per annum; (i) with respect to the Class B Certificates, an
annual rate equal to 5.333% per annum; (j) with respect to the Class C
Certificates, an annual rate equal to 5.372% per annum; (k) with respect to the
Class D Certificates, an annual rate equal to 5.412% per annum; (l) with respect
to the Class E Certificates, an annual rate equal to the lesser of (i) 5.461%
per annum and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular
Interest E for the subject Interest Accrual Period; (m) with respect to the
Class F Certificates, an annual rate equal to the lesser of (i) 5.628% per annum
and (ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest F
for the subject Interest Accrual Period; (n) with respect to the Class G
Certificates, an annual rate equal to the lesser of (i) 5.707% per annum and
(ii) the REMIC II Remittance Rate in respect of REMIC II Regular Interest G for
the subject Interest Accrual Period; (o) with respect to the Class H
Certificates, an annual rate equal to the REMIC II Remittance Rate in respect of
REMIC II Regular Interest H for the subject Interest Accrual Period minus 8.9
basis points (0.089%); (p) with respect to the Class J Certificates, an annual
rate equal to the lesser of (i) 4.971% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest J for the subject
Interest Accrual Period; (q) with respect to the Class K Certificates, an annual
rate equal to the lesser of (i) 4.971% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest K for the subject
Interest Accrual Period; (r) with respect to the Class L Certificates, an annual
rate equal to the lesser of (i) 4.971% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest L for the subject
Interest Accrual Period; (s) with respect to the Class M Certificates, an annual
rate equal to the lesser of (i) 4.971% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest M for the subject
Interest Accrual Period; (t) with respect to the Class N Certificates, an annual
rate equal to the lesser of (i) 4.971% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest N for the subject
Interest Accrual Period; (u) with respect to the Class O Certificates, an annual
rate equal to the lesser of (i) 4.971% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest O for the subject
Interest Accrual Period; (v) with respect to the Class P Certificates, an annual
rate equal to the lesser of (i) 4.971% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest P for the subject
Interest Accrual Period; (w) with respect to the Class X-1 Certificates, an
annual rate equal to the weighted average


                                      -105-



(expressed as a percentage and rounded to at least six decimal places) of the
Class X-1 Strip Rates applicable to the respective REMIC III Components of the
Class X-1 Certificates for such Interest Accrual Period, weighted on the basis
of the respective Component Notional Amounts of such REMIC III Components
outstanding immediately prior to the related Distribution Date; (x) with respect
to the Class X-2 Certificates, an annual rate equal to the weighted average
(expressed as a percentage and rounded to at least six decimal places) of the
Class X-2 Strip Rates applicable to the respective REMIC III Components of the
Class X-2 Certificates for such Interest Accrual Period that are to be taken
into account in such calculation as set forth in the immediately succeeding
sentence, weighted on the basis of the respective Component Notional Amounts of
such REMIC III Components outstanding immediately prior to the related
Distribution Date (provided, however, that for each Interest Accrual Period
following the Interest Accrual Period related to the Distribution Date in
December 2013, the Pass-Through Rate of the Class X-2 Certificates shall equal
0% per annum); and (y) with respect to the Class X-W Certificates, an annual
rate equal to the weighted average (expressed as a percentage and rounded to at
least six decimal places) of the Class X-W Strip Rates applicable to the
respective REMIC III Components of the Class X-W Certificates for such Interest
Accrual Period, weighted on the basis of the respective Component Notional
Amounts of such REMIC III Components outstanding immediately prior to the
related Distribution Date. For purposes of clause (x) of the immediately
preceding sentence, the Pass-Through Rate of the Class X-2 Certificates, for the
initial Interest Accrual Period and each Interest Accrual Period thereafter
through and including the Interest Accrual Period related to the Distribution
Date in December 2013, shall be calculated taking into account the respective
Class X-2 Strip Rates of only those REMIC III Components of the Class X-2
Certificates for which such Interest Accrual Period relates to a Distribution
Date that occurs on or before the related Class X-2 Termination Date.

          The "Class X-1 Strip Rate" for each REMIC III Component of the Class
X-1 Certificates, with respect to each Interest Accrual Period, is a rate per
annum equal to the greater of (I) zero and (II) either:

               (A)  if both (x) the Corresponding REMIC II Regular Interest for
                    such REMIC III Component of the Class X-1 Certificates also
                    constitutes a Corresponding REMIC II Regular Interest for a
                    REMIC III Component of the Class X-2 Certificates and (y)
                    such Interest Accrual Period relates to a Distribution Date
                    occurring on or before the Class X-2 Termination Date for
                    such Corresponding REMIC II Regular Interest for such REMIC
                    III Component of the Class X-2 Certificates, the excess, if
                    any, of (i) the Weighted Average REMIC I Remittance Rate for
                    such Interest Accrual Period, over (ii) the greater of (1)
                    the Reference Rate for such Interest Accrual Period and (2)
                    the Pass-Through Rate in effect during such Interest Accrual
                    Period for the Corresponding Class of Principal Balance
                    Certificates, or

               (B)  if either (1) the Corresponding REMIC II Regular Interest
                    for such REMIC III Component of the Class X-1 Certificates
                    does not constitute a Corresponding REMIC II Regular
                    Interest for a Component of the Class X-2 Certificates or
                    (2) such Interest Accrual Period relates to a Distribution
                    Date occurring after the Class X-2 Termination Date for such
                    Corresponding REMIC II Regular Interest of the Class X-2
                    Certificates, the excess, if any, of (i) the Weighted
                    Average REMIC I Remittance Rate for such Interest Accrual
                    Period, over (ii) the Pass-Through Rate in effect during
                    such Interest Accrual Period for the Corresponding Class of
                    Principal Balance Certificates.

          The "Class X-2 Strip Rate" for each REMIC III Component of the Class
X-2 Certificates, (A) with respect to each Interest Accrual Period related to a
Distribution Date occurring on or before the related Class X-2 Termination Date
for such REMIC III Component, is a rate per annum equal to the greater of (I)
zero and (II) the excess, if any, of (i) the lesser of (x) the Reference Rate
for such Interest Accrual Period and (y) the Weighted Average REMIC I Remittance
Rate for such Interest Accrual Period, over (ii) the Pass-Through Rate in effect
during such Interest Accrual Period for the Corresponding Class of Principal
Balance Certificates, and (B) with respect to each Interest Accrual Period
related to a Distribution Date occurring after the related Class X-2 Termination
Date for such REMIC III Component, is a rate per annum equal to zero.


                                      -106-



          The "Class X-W Strip Rate" for each REMIC III Component of the Class
X-W Certificates, with respect to each Interest Accrual Period, is a rate per
annum equal to the excess, if any, of (i) the Weighted Average REMIC I
Remittance Rate for such Interest Accrual Period, over (ii) the Pass-Through
Rate in effect during such Interest Accrual Period for the Corresponding Class
of Principal Balance Certificates.

          (g) Solely for purposes of satisfying Treasury Regulations Section
1.860G-1(a)(4)(iii), the Latest Possible Maturity Date for each Class of REMIC
III Certificates shall be the Rated Final Distribution Date.

          (h) The REMIC III Residual Interest shall not have a principal balance
and shall not bear interest.

          (i) Solely for federal income tax reporting purposes, (a) the Class
Notional Amount of the Class X-1 Certificates shall be expressed as a notional
amount equal to the aggregate of the Uncertificated Principal Balances of the
Corresponding REMIC II Regular Interests for the REMIC III Components of the
Class X-1 Certificates and the Pass-Through Rate of the Class X-1 Certificates
shall be expressed as a rate per annum equal to 50% of the Pass-Through Rate of
the Class X-1 Certificates as determined without regard to this provision; (b)
the Class Notional Amount of the Class X-2 Certificates shall be expressed as a
notional amount equal to the aggregate of the Uncertificated Principal Balances
of the Corresponding REMIC II Regular Interests for the REMIC III Components of
the Class X-2 Certificates and the Pass-Through Rate of the Class X-2
Certificates shall be expressed as a rate per annum equal to 50% of the
Pass-Through Rate of the Class X-2 Certificates as determined without regard to
this provision; and (c) the Class Notional Amount of the Class X-W Certificates
shall be expressed as a notional amount equal to the aggregate of the
Uncertificated Principal Balances of the Corresponding REMIC II Regular
Interests for the REMIC III Components of the Class X-W Certificates and the
Pass-Through Rate of the Class X-W Certificates shall be expressed as a rate per
annum equal to 50% of the Pass-Through Rate of the Class X-W Certificates as
determined without regard to this provision.

          SECTION 2.17. Acceptance of Grantor Trusts; Issuance of the Class V
                        and Class R Certificates.

          (a) It is the intention of the parties hereto that the segregated pool
of assets consisting of any collections of Post-ARD Additional Interest Received
by the Trust with respect to the Pooled Mortgage Loans that are ARD Mortgage
Loans and/or any successor REO Pooled Mortgage Loans with respect thereto
constitute a Grantor Trust for federal income tax purposes and, further, that
such segregated pool of assets be designated as "Grantor Trust V" and that the
affairs of such portion of the Trust Fund shall be conducted so as to qualify
as, a Grantor Trust. The provisions of this Agreement shall be interpreted
consistently with the foregoing intention. The Trustee, by its execution and
delivery hereof, acknowledges the assignment to it of the assets of Grantor
Trust V and declares that it holds and will hold such assets in trust for the
exclusive use and benefit of all present and future Holders of the Class V
Certificates. Concurrently with the assignment to the Trustee of the assets
included in Grantor Trust V, the Certificate Registrar shall execute, and the
Authenticating Agent shall authenticate and deliver, to or upon the order of the
Depositor, the Class V Certificates in authorized denominations evidencing the
entire beneficial ownership of Grantor Trust V and initially registered in the
name of ARCap CMBS Fund II REIT, Inc. The rights of the Holders of the Class V
Certificates to receive distributions from the proceeds of Grantor Trust V, and
all ownership interests of such Holders in and to such distributions, shall be
as set forth in this Agreement.

          (b) The Depositor, as of the Closing Date, and concurrently with the
execution and delivery of this Agreement, does hereby assign without recourse
all right, title and interest of the Depositor in and to the REMIC I Residual
Interest, the REMIC II Residual Interest and the REMIC III Residual Interest to
the Trustee for the benefit of the Holders of the Class R Certificates. It is
the intention of the parties hereto that the segregated pool of assets
consisting of the REMIC I Residual Interest, the REMIC II Residual Interest and
the REMIC III Residual Interest constitute a Grantor Trust for federal income
tax purposes and, further, that such segregated pool of assets be designated as
"Grantor Trust R" and that the affairs of such portion of the Trust Fund shall
be conducted so as to qualify as, a Grantor Trust. The provisions of this
Agreement shall be interpreted consistently with the foregoing intention. The
Trustee, by its execution and delivery hereof, acknowledges the assignment to it
of the assets of Grantor Trust R and declares that it holds and will hold such
assets in trust for the exclusive use and benefit of all present and future
Holders of the Class R Certificates. Concurrently with the assignment to the
Trustee of the assets included in Grantor Trust R, the Certificate Registrar
shall


                                      -107-



execute, and the Authenticating Agent shall authenticate and deliver, to or upon
the order of the Depositor, the Class R Certificates in authorized denominations
evidencing the entire beneficial ownership of Grantor Trust R. The rights of the
Holders of the Class R Certificates to receive distributions from the proceeds
of Grantor Trust R, and all ownership interests of such Holders in and to such
distributions, shall be as set forth in this Agreement.


                                      -108-



                                   ARTICLE III

                 ADMINISTRATION AND SERVICING OF THE TRUST FUND

          SECTION 3.01. General Provisions.

          (a) Each Master Servicer shall be obligated to service and administer
the Serviced Mortgage Loans opposite which such Master Servicer's name is set
forth on the Pooled Mortgage Loan Schedule and any Replacement Pooled Mortgage
Loans delivered in replacement thereof as contemplated in Section 2.03 and shall
be deemed to be the "applicable Master Servicer" with respect to any REO
Property acquired in respect of any such Mortgage Loan. Each of the Master
Servicers and each Special Servicer shall service and administer the Serviced
Mortgage Loans and any Administered REO Properties that it is obligated to
service and administer pursuant to this Agreement on behalf of the Trustee, and
in the best interests and for the benefit of the Certificateholders (or, in the
case of any Serviced Mortgage Loan Group, of the Certificateholders and the
related Serviced Non-Pooled Mortgage Loan Noteholder(s)), as a collective whole,
in accordance with any and all applicable laws, the terms of this Agreement, and
the terms of the respective Serviced Mortgage Loans and, to the extent
consistent with the foregoing, in accordance with the Servicing Standard. In
clarification of, and neither in addition to nor in deletion of the duties and
obligations of the Master Servicers or the Special Servicers pursuant to this
Agreement, no provision herein contained shall be construed as an express or
implied guarantee by either Master Servicer or any Special Servicer of the
collectibility or recoverability of payments on the Mortgage Loans or shall be
construed to impair or adversely affect any rights or benefits provided by this
Agreement to such Master Servicer or such Special Servicer (including with
respect to Master Servicing Fees or the right to be reimbursed for Advances).
Any provision in this Agreement for any Advance by a Master Servicer, a Special
Servicer or the Trustee is intended solely to provide liquidity for the benefit
of the Certificateholders and, if applicable, the Serviced Non-Pooled Mortgage
Loan Noteholders, and not as credit support or otherwise to impose on any such
Person the risk of loss with respect to one or more of the Mortgage Loans. No
provision hereof shall be construed to impose liability on any Master Servicer
or Special Servicer for the reason that any recovery to the Certificateholders
(or, in the case of any Serviced Mortgage Loan Group, to the Certificateholders
and the related Serviced Non-Pooled Mortgage Loan Noteholder(s)) in respect of a
Mortgage Loan at any time after a determination of present value recovery made
in its reasonable and good faith judgment in accordance with the Servicing
Standard by such Master Servicer or Special Servicer hereunder at any time is
less than the amount reflected in such determination. Without limiting the
foregoing, and subject to Section 3.21, (i) each Master Servicer shall service
and administer all Performing Serviced Mortgage Loans for which it is the Master
Servicer, (ii) each Special Servicer shall service and administer (x) each
Serviced Mortgage Loan (other than a Corrected Mortgage Loan) as to which a
Servicing Transfer Event has occurred and for which it is the applicable Special
Servicer, and (y) each Administered REO Property for which it is the applicable
Special Servicer; provided, however, that the applicable Master Servicer shall
continue to (A) make P&I Advances required hereunder with respect to each Pooled
Mortgage Loan for which it is the applicable Master Servicer that constitutes a
Specially Serviced Mortgage Loan and each successor REO Pooled Mortgage Loan in
respect thereof, (B) make Servicing Advances required hereunder with respect to
any Specially Serviced Mortgage Loans and Administered REO Properties (and
related REO Pooled Mortgage Loans) for which it is the applicable Master
Servicer, (C) receive payments, collect information and deliver reports to the
Certificate Administrator and the Trustee required hereunder with respect to any
Specially Serviced Mortgage Loans and Administered REO Properties (and the
related REO Mortgage Loans) for which it is the applicable Master Servicer, and
(D) render such incidental services with respect to any Specially Serviced
Mortgage Loans and Administered REO Properties for which it is the applicable
Master Servicer as are specifically provided for herein. In addition, each
Master Servicer shall notify the applicable Special Servicer within three
Business Days following its receipt of any collections on any Specially Serviced
Mortgage Loan, such Special Servicer shall within one Business Day thereafter
notify such Master Servicer with instructions on how to apply such collections
and such Master Servicer shall apply such collections in accordance with such
instructions within one Business Day following such Master Servicer's receipt of
such notice.

          Certain provisions of this Article III make reference to their
applicability to Serviced Mortgage Loans. Notwithstanding such explicit
references, references to "Serviced Mortgage Loans" contained in this Article
III, unless


                                      -109-



otherwise specified, shall be construed to refer also to each Serviced Mortgage
Loan Group in its entirety (but any other term that is defined in Article I and
used in this Article III shall be construed according to such definition without
regard to this sentence).

          (b) Subject to Section 3.01(a) and the other terms and provisions of
this Agreement, the Master Servicers and the Special Servicers shall each have
full power and authority, acting alone or, subject to Section 3.22, through
Primary Servicer and/or Sub-Servicers, 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
Master Servicer (with respect to those Serviced Mortgage Loans that it is
obligated to service and administer pursuant to this Agreement) and each Special
Servicer (with respect to the Specially Serviced Mortgage Loans and Administered
REO Properties for which it is the applicable Special Servicer), in its own name
or in the name of the Trustee, is hereby authorized and empowered by the Trustee
and (in the case of each Serviced Mortgage Loan Group) the related Serviced
Non-Pooled Mortgage Loan Noteholders, to execute and deliver, on behalf of the
Certificateholders, the Trustee and (in the case of each Serviced Mortgage Loan
Group) each Serviced Non-Pooled Mortgage Loan Noteholder, or any of them: (i)
any and all financing statements, continuation statements and other documents or
instruments necessary to maintain the lien created by the Mortgage or other
security document in the related Mortgage File on the related Mortgaged Property
and other related collateral; (ii) any and all instruments of satisfaction or
cancellation, or of partial or full release or discharge, or of partial or full
defeasance, and all other comparable instruments; and (iii) subject to Sections
3.08, 3.20, 3.24, 3.27 and 3.28, any and all assumptions, modifications,
waivers, substitutions, extensions, amendments, consents to transfers of
interests in Borrowers, consents to any subordinate financings to be secured by
any related Mortgaged Property, consents to any mezzanine financing to be
secured by ownership interests in a Borrower, consents to and monitoring of the
application of any proceeds of insurance policies or condemnation awards to the
restoration of the related Mortgaged Property or otherwise, documents relating
to the management, operation, maintenance, repair, leasing and marketing of the
related Mortgaged Properties (including agreements and requests by any Borrower
with respect to modifications of the standards of operation and management of
the Mortgaged Properties or the replacement of asset managers), documents
exercising any or all of the rights, powers and privileges granted or provided
to the holder of any Serviced Mortgage Loan under the related Mortgage Loan
Documents, lease subordination agreements, non-disturbance and attornment
agreements or other leasing or rental arrangements that may be requested by any
Borrower or its tenants, documents granting, modifying or releasing (or joining
the Borrower therein) any easements, covenants, conditions, restrictions,
equitable servitudes, or land use or zoning requirements with respect to the
Mortgaged Properties, instruments relating to the custody of any collateral that
now secures or hereafter may secure any Serviced Mortgage Loan and any other
consents. Subject to Section 3.10, the Trustee shall, at the written request of
a Servicing Officer of either Master Servicer or any Special Servicer, furnish,
or cause to be so furnished, to such Master Servicer or such Special Servicer,
as the case may be, any limited powers of attorney and other documents (each of
which shall be prepared by such Master Servicer or such Special Servicer, as the
case may be) necessary or appropriate to enable it to carry out its servicing
and administrative duties hereunder; provided that the Trustee shall not be held
liable for any misuse of any such power of attorney by either Master Servicer or
Special Servicer. Without limiting the generality of the foregoing, the Trustee
shall execute and deliver to each Master Servicer and the Special Servicer, on
or before the Closing Date, a power of attorney substantially in the form
attached as Exhibit L hereto. Notwithstanding anything contained herein to the
contrary, neither a Master Servicer nor the Special Servicer shall, without the
Trustee's written consent: (i) initiate any action, suit or proceeding solely
under the Trustee's name without indicating such Master Servicer's or Special
Servicer's, as applicable, representative capacity; or (ii) take any action with
the intent to cause, and that actually causes, the Trustee to be registered to
do business in any state. Each Master Servicer and the Special Servicer shall
indemnify (out of its own funds without reimbursement therefor) the Trustee for
any and all costs, liabilities and expenses incurred by the Trustee in
connection with the negligent or willful misuse of such power of attorney by
such Master Servicer or the Special Servicer, as the case may be.

          (c) The applicable Master Servicer or the applicable Special Servicer,
as the case may be, in accordance with this Agreement, shall service and
administer each Cross-Collateralized Group as a single Mortgage Loan as and when
necessary and appropriate consistent with the Servicing Standard and applicable
law and in accordance with this Agreement.


                                      -110-



          (d) The relationship of each Master Servicer and each Special Servicer
to the Trustee and, unless they are the same Person, one another (whether
between a Master Servicer and the other Master Servicer or a Special Servicer
and the other Special Servicer or a Master Servicer and a Special Servicer)
under this Agreement is intended by the parties to be that of an independent
contractor and not that of a joint venturer, partner or agent.

          (e) Notwithstanding any provision of this Agreement to the contrary,
each Serviced Mortgage Loan Group shall be serviced and administered under this
Agreement only for as long as the Pooled Mortgage Loan that is a part of such
Serviced Mortgage Loan Group or the beneficial interest in any related REO
Property constitutes an asset of the Trust Fund; provided, however, that,
notwithstanding the foregoing, the servicing and administration of a Serviced
Mortgage Loan Group pursuant to the terms hereof and the applicable Mortgage
Loan Group Intercreditor Agreement shall continue until a new servicing
agreement is entered into with respect to such Serviced Mortgage Loan Group as
provided in the related Mortgage Loan Group Intercreditor Agreement but such
servicing and administration shall be conducted as if such Serviced Mortgage
Loan Group or any related REO Property were the sole assets subject hereto
(including for purposes of reimbursement of Advances and payment of fees and
expenses), with references in this Agreement applicable to the Trust, the
Trustee, the Certificates, the Certificateholders (or any subgroup thereof) or
any representative of any such Certificateholders all being construed to refer
to such similar terms as are applicable to the then current holder of the
Mortgage Note for the related Pooled Mortgage Loan.

          (f) Nothing contained in this Agreement shall limit the ability of
either Master Servicer to lend money to (to the extent not secured, in whole or
in part, by any Mortgaged Property), accept deposits from and otherwise
generally engage in any kind of business or dealings with any Borrower as though
such Master Servicer was not a party to this Agreement or to the transactions
contemplated hereby; provided, however, that this sentence shall not be
construed to modify the Servicing Standard.

          (g) The parties hereto acknowledge that each Non-Trust-Serviced Pooled
Mortgage Loan is subject to the terms and conditions of the related Mortgage
Loan Group Intercreditor Agreement. The parties hereto recognize the respective
rights and obligations of the "Holders" and "Lenders" under the Mortgage Loan
Group Intercreditor Agreements for such Non-Trust-Serviced Pooled Mortgage
Loans, including with respect to the allocation of collections and losses on or
in respect of such Non-Trust-Serviced Pooled Mortgage Loans and the related
Non-Pooled Pari Passu Companion Loans and the making of payments to the
"Holders" and "Lenders" in accordance with each such Mortgage Loan Group
Intercreditor Agreement and the related Non-Trust Servicing Agreement. The
parties hereto further acknowledge that, pursuant to the related Mortgage Loan
Group Intercreditor Agreement for each Non-Trust-Serviced Pooled Mortgage Loan,
each Non-Trust-Serviced Pooled Mortgage Loan and the related Non-Pooled Pari
Passu Companion Loans are to be serviced and administered by the related
Non-Trust Master Servicer and related Non-Trust Special Servicer in accordance
with the related Non-Trust Servicing Agreement. Although each Non-Trust-Serviced
Pooled Mortgage Loan is not a Serviced Mortgage Loan hereunder, WFB as a Master
Servicer hereunder (and any successors to WFB in such capacity) shall have
certain duties and shall constitute the "applicable Master Servicer" hereunder
with respect to such Non-Trust-Serviced Pooled Mortgage Loan.

          For so long as a Non-Trust-Serviced Pooled Mortgage Loan or any
successor REO Pooled Mortgage Loan with respect thereto is part of the Mortgage
Pool and such Non-Trust-Serviced Pooled Mortgage Loan and its related Non-Pooled
Pari Passu Companion Loans, or any related REO Property with respect thereto,
are being serviced and administered under the related Non-Trust Servicing
Agreement, the applicable Master Servicer shall promptly notify the Trustee and
the Controlling Class Representative of any defaults on the part of the related
Non-Trust Master Servicer and/or the related Non-Trust Special Servicer of which
the applicable Master Servicer is aware. If there are at any time amounts due
from the Trust, as holder of a Non-Trust-Serviced Pooled Mortgage Loan, to any
party under the related Mortgage Loan Group Intercreditor Agreement or the
related Non-Trust Servicing Agreement, the applicable Master Servicer shall
notify the General Special Servicer and the Controlling Class Representative,
and the applicable Master Servicer may pay such amounts out of its Collection
Account, and, if and to the extent that the deposits in such Master Servicer's
Collection Account are insufficient, may (or, at the direction of the
Controlling Class Representative, shall) pay such amounts from its own funds
(provided that any such payment from its own funds shall constitute, and be
reimbursable as, a Servicing Advance). Except as otherwise expressly addressed
in Section 3.20, if a party to the Non-


                                      -111-



Trust Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan
requests the Trustee to consent to a modification, waiver or amendment of, or
other loan-level action related to, such Non-Trust-Serviced Pooled Mortgage Loan
(and a modification, waiver or amendment of the related Non-Trust Servicing
Agreement and/or the related Mortgage Loan Group Intercreditor Agreement shall
not be subject to the operation of this sentence but shall instead be subject to
the operation of the second succeeding sentence), then the Trustee shall
promptly deliver a copy of such request to the Special Servicer and the Trustee
shall not grant such consent unless the Special Servicer directs the Trustee to
grant such consent; provided, however, that, if such Non-Trust-Serviced Pooled
Mortgage Loan were serviced hereunder and such action would not be permitted
without written confirmation from a Rating Agency to the effect that such action
would not, in and of itself, result in an Adverse Rating Event with respect to
any Class of Rated Certificates, then the Special Servicer shall not grant such
direction without first having obtained such written confirmation (payable at
the expense of the party requesting such approval of the Trustee, if a
Certificateholder or a party to this Agreement, otherwise from the related
Master Servicer's Collection Account). If a Responsible Officer of the Trustee
receives actual notice of a default or event of default on the part of any other
party under the related Non-Trust Servicing Agreement, then (subject to the next
paragraph) the Trustee shall notify (in writing), and act in accordance with the
instructions of, the Controlling Class Representative; provided that, if such
instructions are not provided within a reasonable time period (not to exceed ten
(10) Business Days or such lesser response time as is afforded under the related
Mortgage Loan Documents or related Non-Trust Servicing Agreement, as applicable)
or if the Trustee is not permitted (pursuant to the next paragraph) to follow
such instructions, then the Trustee will take such action or inaction, as
directed in writing by the Holders of the Certificates entitled to a majority of
the Voting Rights within a reasonable period of time that does not exceed such
response time as is afforded under the related Mortgage Loan Documents or
related Non-Trust Servicing Agreement, as applicable. If the Trustee receives a
request from any party to a Non-Trust Servicing Agreement for consent to or
approval of a modification, waiver or amendment of such Non-Trust Servicing
Agreement and/or the related Mortgage Loan Group Intercreditor Agreement, or the
adoption of any servicing agreement that is the successor to and/or in
replacement of such Non-Trust Servicing Agreement in effect as of the Closing
Date or a change in servicer under such Non-Trust Servicing Agreement, then the
Trustee shall not grant such consent or approval unless it receives the consent
of the applicable Master Servicer under this Agreement, the consent of the
Controlling Class Representative and a written confirmation (at the expense of
the party requesting such approval of the Trustee, if a Certificateholder or a
party to this Agreement, otherwise from the related Master Servicer's Collection
Account) from each Rating Agency to the effect that such consent or approval
would not result in an Adverse Rating Event with respect to any Class of Rated
Certificates. During the continuation of any event of default or other default
under a Non-Trust Servicing Agreement, each of the Trustee and the applicable
Master Servicer shall have the right to take all actions to enforce its rights
and remedies and to protect the interests, and enforce the rights and remedies,
of the Certificateholders (including the institution and prosecution of all
judicial, administrative and other proceedings and the filings of proofs of
claim and debt in connection therewith). The reasonable costs and expenses
incurred by the Trustee in connection with such enforcement shall, at the
direction of the Trustee, be paid by, and reimbursable to, the applicable Master
Servicer as Servicing Advances (subject to Section 3.11(h)). The Trustee and the
applicable Master Servicer shall each promptly forward all material notices or
other communications delivered to it in connection with each Non-Trust Servicing
Agreement to the other such party, the Depositor and the Controlling Class
Representative and, if such notice or communication is in the nature of a notice
or communication that would be required to be delivered to the Rating Agencies
if the related Non-Trust-Serviced Pooled Mortgage Loan were a Serviced Mortgage
Loan, to the Rating Agencies.

          Notwithstanding anything herein to the contrary: (i) the Trustee shall
not have any right or obligation to consult with or to seek and/or obtain
consent or approval from any Controlling Class Representative prior to acting
during the period following any resignation or removal of a Controlling Class
Representative and before a replacement is selected; and (ii) no advice,
direction or objection from or by the Controlling Class Representative, as
contemplated by the prior paragraph, may (and the Trustee shall ignore and act
without regard to any such advice, direction or objection that the Trustee has
determined, in its reasonable, good faith judgment, would): (A) require or cause
the Trustee to violate applicable law, or any other Section of this Agreement,
(B) result in an Adverse REMIC Event with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to any Grantor Trust Pool, (C) expose
the Trust, the Depositor, a Master Servicer (or a Primary Servicer or
Sub-Servicer acting on behalf of a Master Servicer), the Special Servicer, the
Certificate Administrator, the Trustee or any of their respective Affiliates,
members, managers, officers,


                                      -112-



directors, employees or agents, to any material claim, suit or liability or (D)
expand the scope of a Trustee's responsibilities under this Agreement.

          SECTION 3.02. Collection of Mortgage Loan Payments.

          (a) The applicable Master Servicer and the applicable Special Servicer
shall make efforts consistent with the Servicing Standard and the terms of this
Agreement to collect all payments required under the terms and provisions of the
respective Serviced Mortgage Loans it is obligated to service hereunder and
shall follow such collection procedures as are consistent with the Servicing
Standard; provided that none of the Master Servicers or the Special Servicers
shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan
after its Anticipated Repayment Date, take any enforcement action with respect
to the payment of Post-ARD Additional Interest (other than the making of
requests for its collection), and a Special Servicer may do so only if (i) the
taking of an enforcement action with respect to the payment of other amounts due
under such Mortgage Loan is, in the reasonable judgment of such Special
Servicer, and without regard to such Post-ARD Additional Interest, also
necessary, appropriate and consistent with the Servicing Standard or (ii) all
other amounts due under such Mortgage Loan have been paid, the payment of such
Post-ARD Additional Interest has not been forgiven in accordance with Section
3.20 and, in the reasonable judgment of the Special Servicer, exercised in
accordance with the Servicing Standard, the Liquidation Proceeds expected to be
recovered in connection with such enforcement action will cover the anticipated
costs of such enforcement action and, if applicable, any associated Advance
Interest. Consistent with the foregoing, the applicable Master Servicer may
grant case-by-case waivers of Default Charges in connection with a late payment
on a Serviced Mortgage Loan, provided that, for any waiver thereof under any
Serviced Mortgage Loan where both (x) any Advance Interest is then outstanding
and (y) either (1) the waiver would be the fourth (or more) such waiver for such
Mortgage Loan or (2) such Mortgage Loan is 60 days or more delinquent in respect
of any Monthly Payment, the applicable Master Servicer shall have obtained the
consent of the applicable Special Servicer, which shall have obtained the
consent of the Controlling Class Representative and/or the related Serviced
Mortgage Loan Group Controlling Party, as and to the extent contemplated by
Sections 3.08, 3.20, 3.24, 3.27 and 3.28, as applicable.

          (b) At least 90 days prior to the maturity date of each Balloon
Mortgage Loan, the applicable Master Servicer shall send a notice to the related
Borrower of such maturity date (with a copy to be sent to the applicable Special
Servicer) and shall request confirmation that the Balloon Payment will be paid
by such maturity date.

          (c) With respect to each Non-Trust-Serviced Pooled Mortgage Loan (if
any):

               (i) promptly following the Closing Date, the Trustee shall send
     written notice in the form of Exhibit P attached hereto, accompanied by an
     executed version of this Agreement, to the trustee under the applicable
     pooling and servicing agreement and the related Non-Trust Master Servicer
     stating that, as of the Closing Date, the Trustee is the holder of such
     Non-Trust-Serviced Pooled Mortgage Loan and directing each such recipient
     to remit to the applicable Master Servicer all amounts payable to, and to
     forward, deliver or otherwise make available, as the case may be, to the
     applicable Master Servicer all reports, statements, documents,
     communications and other information that are to be forwarded, delivered or
     otherwise made available to, the holder of such Non-Trust-Serviced Pooled
     Mortgage Loan under the related Mortgage Loan Group Intercreditor Agreement
     and such pooling and servicing agreement; in addition, such notice shall
     provide contact information for the Trustee, the applicable Master
     Servicer, the Special Servicer and the Controlling Class Representative.

               (ii) with respect to such Non-Trust-Serviced Pooled Mortgage
     Loan, the related Mortgaged Property or any related REO Property, the
     applicable Master Servicer shall, on the day of receipt thereof, if such
     Master Servicer is the same Person or an Affiliate of the related Non-Trust
     Master Servicer, and otherwise within one Business Day following the
     receipt thereof, deposit into its Collection Account all amounts received
     by it from the Non-Trust Master Servicer or any other party under the
     related Non-Trust Servicing Agreement;


                                      -113-



               (iii) if, as of the close of business on the Determination Date
     on which a Collection Period ends in any calendar month, the applicable
     Master Servicer has not received a Monthly Payment due on such
     Non-Trust-Serviced Pooled Mortgage Loan during such Collection Period for
     any reason (whether because such Due Date has not yet occurred, the grace
     period for such Monthly Payment has not yet expired, the related Borrower
     has failed to make such Monthly Payment, the remittance date for such
     Monthly Payment has not yet occurred under the terms of the Non-Trust
     Servicing Agreement or the related Non-Trust Master Servicer has failed to
     timely make a remittance of such Monthly Payment that it is required to
     have made), then (A) for the avoidance of doubt, the applicable Master
     Servicer shall make a P&I Advance with respect to such amount on the Master
     Servicer Remittance Date immediately succeeding such Collection Period,
     subject to and in accordance with Section 4.03 (and, in accordance with
     such Section 4.03, if the applicable Master Servicer fails to make such P&I
     Advance, then the Trustee shall make such P&I Advance); and (B)
     notwithstanding any contrary provision of Section 4.03, Advance Interest
     shall not commence accruing on such P&I Advance until the date that is the
     earlier of (i) one calendar day after the later of the Due Date for such
     Monthly Payment or the expiration of the grace period, if any, applicable
     to such Due Date, but only if the Borrower failed to make its Monthly
     Payment on such date, or (ii) otherwise, the date that is one calendar day
     after the date on which the related Non-Trust Master Servicer is required
     to remit such Monthly Payment to the applicable Master Servicer pursuant to
     the terms of the applicable Non-Trust Servicing Agreement and/or applicable
     Mortgage Loan Group Intercreditor Agreement; and

               (iv) if the applicable Master Servicer has notice, or a Servicing
     Officer of the Master Servicer has knowledge, of a material failure of a
     Non-Trust Master Servicer to make a remittance that it is required to make
     to such applicable Master Servicer under the terms of the related Non-Trust
     Servicing Agreement and/or the related Mortgage Loan Group Intercreditor
     Agreement, then such applicable Master Servicer shall provide notice of
     such failure to such Non-Trust Master Servicer, the trustee or other holder
     of the related Non-Pooled Pari Passu Companion Loans under the related
     Non-Trust Servicing Agreement, the Trustee and the Controlling Class
     Representative.

          (d) With respect to each Pooled Mortgage Loan for which the Due Date
is scheduled to occur on the 3rd or 5th day of each month (subject to any
applicable business day convention), to the extent that a voluntary Principal
Prepayment is received by the applicable Master Servicer after the end of the
Collection Period ending in such month (and such Pooled Mortgage Loan is not a
Specially Serviced Mortgage Loan or a defaulted Mortgage Loan), such Principal
Payment and any accompanying interest (and any accompanying Prepayment Premium
or Yield Maintenance Charge that is Received by the Trust) (and the interest
referred to above shall be net of any portion thereof that is similar to a
Prepayment Interest Excess representing interest accrued from and after the Due
Date in such month, which portion shall be retained by the applicable Master
Servicer as Additional Master Servicer Compensation) will nevertheless be
distributed to Certificateholders on the Distribution Date occurring in such
month if the applicable Master Servicer (a) provides notice to the Certificate
Administrator and the Servicer Report Administrator no later than 2:00 p.m. (New
York City time) two (2) Business Days prior to the related Distribution Date
reflecting the related Borrower's intention to make such payment, and (b) both
(i) remits such payment (together with, solely in the case of a Principal
Prepayment made before a Due Date, a payment from such Master Servicer's own
funds in an amount equal to the interest that would have accrued (at the related
Net Mortgage Rate) on the Principal Prepayment from and including the date of
the Principal Prepayment to but excluding such Due Date) to the Certificate
Administrator not later than 1:00 p.m. (New York City time) on the related
Master Servicer Remittance Date and (ii) provides to the Certificate
Administrator a revised CMSA Loan Periodic Update File not later than 9:00 a.m.
(New York City time) on the related Master Servicer Remittance Date. If the
timing and notice requirements set forth in (a) and (b) above are satisfied with
respect to such voluntary Principal Prepayment, such payment shall be included
as part of the Master Servicer Remittance Amount for the applicable Master
Servicer for the related Distribution Date and the Principal Distribution Amount
that would otherwise have been in effect for the related Distribution Date shall
be increased by the amount of such Principal Prepayment. If the timing and
notice requirements set forth in (a) and (b) above are not satisfied with
respect to such voluntary Principal Prepayment, then (A) such circumstances
shall constitute an Event of Default of the applicable Master Servicer but the
applicable Master Servicer shall be entitled to cure such Event of Default (and
may not be terminated under Article VII unless it does not effect such cure) by
making, not later than the Master Servicer Remittance Date occurring in the
month immediately


                                      -114-



following the month in which the Principal Prepayment occurred, a payment of
cash, from its own funds without right of reimbursement therefor, to the
Certificate Administrator (for deposit in the Distribution Account) in an amount
equal to the sum of one month's interest at the Net Mortgage Rate of the related
Pooled Mortgage Loan on a principal amount equal to such Principal Prepayment
and, solely in the case of a Principal Prepayment made before a Due Date, the
interest that would have accrued (at the related Net Mortgage Rate) on the
Principal Prepayment from and including the date of the Principal Prepayment to
but excluding such Due Date; and (B) such Principal Prepayment (and such
accompanying Prepayment Premium or Yield Maintenance Charge), and any
accompanying interest will be deemed to have been received during the Collection
Period related to the Distribution Date occurring in the month immediately
following the month in which such Principal Prepayment was made. Notwithstanding
any contrary provision of the foregoing, the applicable Master Servicer shall
not be required to make (and shall not be in default hereunder for not making) a
payment of one month's interest otherwise described in the preceding sentence to
the extent that such interest otherwise constitutes all or a portion of any
Compensating Interest Payment that the applicable Master Servicer otherwise
makes in respect of the related Pooled Mortgage Loan. In the case of each Pooled
Mortgage Loan for which the Stated Maturity Date is scheduled to occur on a day
other than the first day of a month (subject to any applicable business day
convention), if the related Balloon Payment due on such Stated Maturity Date is
timely received but such date happens to fall later than the end of the
Collection Period ending in the same month, then the applicable Master Servicer
shall (a) provide notice to the Certificate Administrator and the Servicer
Report Administrator no later than 2:00 p.m. (New York City time) two (2)
Business Days prior to the related Distribution Date reflecting the related
Borrower's intention to make such payment, and (b) both (i) remit such payment
to the Certificate Administrator not later than 1:00 p.m. (New York City time)
on the related Master Servicer Remittance Date and (ii) provide to the
Certificate Administrator a revised CMSA Loan Periodic Update File not later
than 9:00 a.m. (New York City time) on the related Master Servicer Remittance
Date, in which case such Balloon Payment shall be considered to have been
received during the Collection Period related to the Distribution Date occurring
in such month for purposes of the remittance of the Master Servicer Remittance
Amount for the applicable Master Servicer for such Distribution Date and the
distribution of the Available Distribution Amount and the Principal Distribution
Amount for such Distribution Date. For the avoidance of doubt, if such Balloon
Payment is not timely received on or before such Stated Maturity Date, then the
applicable Master Servicer shall make the applicable P&I Advance on the Master
Servicer Remittance Date immediately succeeding such Collection Period, subject
to and in accordance with Section 4.03(b) (and, in accordance with such Section
4.03(b), if the applicable Master Servicer fails to make such P&I Advance, then
the Trustee shall make such P&I Advance). In the case of the Pooled Mortgage
Loans that permit a prepayment to be made, subject to a next business day
convention, during the first five days of a month in which prepayment is
permitted, the applicable Master Servicer will in any event be entitled to remit
those prepayments as part of the Master Servicer Remittance Amount for that
month so as to avoid a Prepayment Interest Shortfall (or similar shortfall) that
may otherwise result.

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

          (a) Each Master Servicer shall establish and maintain one or more
segregated accounts ("Servicing Accounts"), in which all Escrow Payments
received by it with respect to the Serviced Mortgage Loans for which it is the
applicable Master Servicer, shall be deposited and retained, separate and apart
from its own funds. Subject to any terms of the related Mortgage Loan Documents
that specify the nature of the account in which Escrow Payments shall be held,
each Servicing Account shall be an Eligible Account. As and to the extent
consistent with the Servicing Standard, applicable law and the related Mortgage
Loan Documents, each Master Servicer may make withdrawals from the Servicing
Accounts maintained by it, and may apply Escrow Payments held therein with
respect to any Serviced Mortgage Loan (together with interest earned thereon),
only as follows: (i) to effect the payment of real estate taxes, assessments,
insurance premiums (including, premiums on any Environmental Insurance Policy),
ground rents (if applicable) and comparable items in respect of the related
Mortgaged Property; (ii) to reimburse such Master Servicer, the applicable
Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing
Advances made thereby with respect to such Mortgage Loan to cover any of the
items described in the immediately preceding clause (i); (iii) to refund to the
related Borrower any sums as may be determined to be overages; (iv) to pay
interest or other income, if required and as described below, to the related
Borrower on balances in the Servicing Account (or, if and to the extent not
payable


                                      -115-



to the related Borrower to pay such interest or other income (up to the amount
of any Net Investment Earnings in respect of such Servicing Account for each
Collection Period) to such Master Servicer); (v) disburse Insurance Proceeds if
required to be applied to the repair or restoration of the related Mortgaged
Property, (vi) after an event of default, to pay the principal of, accrued
interest on and any other amounts payable with respect to such Mortgage Loan;
(vii) to withdraw amounts deposited in the Servicing Account in error; or (viii)
to clear and terminate the Servicing Account at the termination of this
Agreement in accordance with Section 9.01. Each Master Servicer shall pay or
cause to be paid to the related Borrowers interest and other income, if any,
earned on the investment of funds in Servicing Accounts maintained thereby, if
and to the extent required by law or the terms of the related Mortgage Loan
Documents. If a Master Servicer shall deposit in a Servicing Account maintained
by it any amount not required to be deposited therein, it may at any time
withdraw such amount from such Servicing Account, any provision herein to the
contrary notwithstanding. Promptly after any Escrow Payments are received by the
applicable Special Servicer from the Borrower under any Serviced Mortgage Loan,
and in any event within one Business Day after any such receipt, the applicable
Special Servicer shall remit such Escrow Payments to the applicable Master
Servicer for deposit in the applicable Servicing Account(s).

          (b) The applicable Master Servicer shall as to each Serviced Mortgage
Loan (including each Specially Serviced Mortgage Loan): (i) maintain accurate
records with respect to the 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 and (ii) 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 effect payment thereof prior to the applicable
penalty or termination date. For purposes of effecting any such payment with
respect to any Serviced Mortgage Loan, the applicable Master Servicer shall
apply Escrow Payments as allowed under the terms of the related Mortgage Loan
Documents; provided that if such Mortgage Loan does not require the related
Borrower to escrow for the payment of real estate taxes, assessments, insurance
premiums, ground rents (if applicable) and similar items, the applicable Master
Servicer (or, if such Mortgage Loan becomes a Specially Serviced Mortgage Loan,
the applicable Special Servicer) shall, subject to and in accordance with the
Servicing Standard, use reasonable efforts to enforce the requirement of the
related Mortgage Loan Documents that the related Borrower make payments in
respect of such items at the time they first become due.

          (c) In accordance with the Servicing Standard, but subject to Section
3.11(h), the applicable Master Servicer, with respect to each Serviced Mortgage
Loan for which it is the Master Servicer (including each such Mortgage Loan that
is a Specially Serviced Mortgage Loan) shall make a Servicing Advance with
respect to the related Mortgaged Property in an amount equal to all such funds
as are necessary for the purpose of effecting the timely payment of (i) real
estate taxes, assessments and other similar items, (ii) ground rents (if
applicable), and (iii) premiums on Insurance Policies (including, premiums on
any Environmental Insurance Policy), in each instance prior to the applicable
penalty or termination date, in each instance if and to the extent that (x)
Escrow Payments (if any) collected from the related Borrower are insufficient to
pay such item when due, and (y) the related Borrower has failed to pay such item
on a timely basis; provided that, in the case of amounts described in the
preceding clause (i), the applicable Master Servicer shall not make a Servicing
Advance of any such amount if such Master Servicer reasonably anticipates (in
accordance with the Servicing Standard) that such amounts will be paid by the
related Borrower on or before the applicable penalty date, in which case such
Master Servicer shall use its best reasonable efforts consistent with the
Servicing Standard to confirm whether such amounts have been paid and, subject
to Section 3.11(h), shall make a Servicing Advance of such amounts, if
necessary, not later than five Business Days following confirmation by such
Master Servicer that such amounts have not been paid by the applicable penalty
date. All such Advances shall be reimbursable in the first instance from related
collections from the Borrowers and further as provided in Section 3.05(a). No
costs incurred by a Master Servicer in effecting the payment of real estate
taxes, assessments and, if applicable, ground rents on or in respect of any
Mortgaged Property shall, for purposes hereof, including calculating monthly
distributions to Certificateholders, be added to the respective unpaid principal
balances or Stated Principal Balances of the subject Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit; provided that
this sentence shall not be construed to limit the rights of the applicable
Master Servicer or Special Servicer on behalf of the Trust to enforce any
obligations of the related Borrower under such Mortgage Loan.


                                      -116-



          (d) Each Master Servicer shall establish and maintain one or more
segregated accounts ("Reserve Accounts"), in which all Reserve Funds, if any,
received by it with respect to the Serviced Mortgage Loans as to which it is the
applicable Master Servicer, shall be deposited and retained, separate and apart
from its own funds. Subject to any terms of the related Mortgage Loan Documents
that specify the nature of the account in which Reserve Funds shall be held,
each Reserve Account shall be an Eligible Account. As and to the extent
consistent with the Servicing Standard, applicable law and the related Mortgage
Loan Documents, each Master Servicer may make withdrawals from the Reserve
Accounts maintained by it, and may apply Reserve Funds held therein with respect
to any Serviced Mortgage Loan (together with interest earned thereon), only as
follows: (i) in the case of Reserve Funds that are intended to cover specific
costs and expenses, to pay for, or to reimburse the related Borrower in
connection with, the costs associated with the related tenant improvements,
leasing commissions, repairs, replacements, capital improvements and/or
environmental testing and remediation, litigation and/or other special expenses
at or with respect to the related Mortgaged Property for which such Reserve
Funds were intended and to refund the related Borrower any sums as may be
determined to be overages; (ii) in the case of Reserve Funds intended to cover
debt service payments, to apply amounts on deposit therein in respect of
principal and interest on such Mortgage Loan; (iii) to reimburse such Master
Servicer, the Special Servicer or the Trustee, as applicable, for any
unreimbursed Advances made thereby with respect to such Mortgage Loan to cover
any of the items described in the immediately preceding clauses (i) and (ii)
(or, if any such Advance has become an Unliquidated Advance, to transfer to the
related Collection Account an amount equal to the reimbursement that would
otherwise have been made as described in this clause (iii)); (iv) to release
such Reserve Funds to the related Borrower if the conditions precedent for such
release are satisfied or otherwise apply such Reserve Funds in accordance with
the related Mortgage Loan Documents if the conditions precedent for such release
are not satisfied; (v) to pay interest or other income, if required and as
described below, to the related Borrower on balances in the Reserve Account (or,
if and to the extent not payable to the related Borrower, to pay such interest
or other income (up to the amount of any Net Investment Earnings in respect of
such Reserve Account for each Collection Period) to such Master Servicer); (vi)
to withdraw amounts deposited in such Reserve Account in error; (vii) after an
event of default, to pay the principal of, accrued interest on, and any other
amounts payable with respect to such Mortgage Loan; or (viii) to clear and
terminate the Reserve Account at the termination of this Agreement in accordance
with Section 9.01. If the Borrower under any Serviced Mortgage Loan delivers a
Letter of Credit in lieu of Reserve Funds, then the applicable Master Servicer
shall make draws on such Letter of Credit at such times and for such purposes as
it would have made withdrawals from a Reserve Account and, to the extent
consistent with the Servicing Standard, applicable law and the related Mortgage
Loan Documents, in order to convert the amount of such Letter of Credit into
Reserve Funds. Promptly after any Reserve Funds are received by a Special
Servicer from any Borrower, and in any event within one Business Day of such
receipt, such Special Servicer shall remit such Reserve Funds to the applicable
Master Servicer for deposit in the applicable Reserve Account(s). Any
out-of-pocket expenses, including reasonable attorneys' fees and expenses,
incurred by a Master Servicer or a Special Servicer to enable such Master
Servicer or such Special Servicer, as the case may be, to make any draw under
any Letter of Credit shall constitute a Servicing Advance, and such Master
Servicer or such Special Servicer, as the case may be, shall make reasonable
efforts to recover such expenses from the related Borrower to the extent the
Borrower is required to pay such expenses under the terms of the related
Mortgage Loan.

          (e) To the extent an operations and maintenance plan is required to be
established and executed pursuant to the terms of the Mortgage Loans Documents
for a Serviced Mortgage Loan, the applicable Master Servicer shall request from
the related Borrower written confirmation thereof within a reasonable time after
the later of the Closing Date and the date as of which such plan is required to
be established or completed. To the extent any other action or remediation with
respect to environmental matters is required to have been taken or completed
pursuant to the terms of a Serviced Mortgage Loan, the applicable Master
Servicer shall request from the related Borrower written confirmation of such
action and remediation within a reasonable time after the later of the Closing
Date and the date as of which such action or remediation are required to have
been taken or completed. To the extent that a Borrower shall fail to promptly
respond to any inquiry described in this Section 3.03(e), the applicable Master
Servicer shall notify the Trustee, the applicable Special Servicer, the
Controlling Class Representative and (if affected) the related Serviced
Non-Pooled Mortgage Loan Noteholder(s). The applicable Master Servicer shall
promptly notify the Trustee, the applicable Special Servicer, the Controlling
Class Representative and any affected Serviced Non-Pooled Mortgage Loan
Noteholders if such


                                      -117-



Master Servicer determines that the Borrower under any Serviced Mortgage Loan
has failed to perform its obligations under such Serviced Mortgage Loan in
respect of environmental matters.

          (f) Subject to applicable law and the terms of the related Mortgage
Loan Documents, funds in the Servicing Accounts and the Reserve Accounts may be
invested only in Permitted Investments in accordance with the provisions of
Section 3.06.

          (g) With respect to each Serviced Mortgage Loan that requires the
related Borrower to establish and maintain one or more lock-box, cash management
or similar accounts, the applicable Master Servicer shall establish and
maintain, in accordance with the Servicing Standard, such account(s) in
accordance with the terms of the related Mortgage Loan Documents. No such
lock-box account is required to be an Eligible Account, unless the Mortgage Loan
Documents otherwise so require. The applicable Master Servicer shall apply the
funds deposited in such accounts in accordance with terms of the related
Mortgage Loan Documents, any lock-box, cash management or similar agreement and
the Servicing Standard.

          SECTION 3.04. Collection Accounts, Distribution Account, Interest
                        Reserve Account, Excess Liquidation Proceeds Account,
                        Companion Note Custodial Accounts and Subordinate Note
                        Custodial Accounts.

          (a) Each of the Master Servicers shall segregate and hold all funds
collected and received by it in connection with the Pooled Mortgage Loans for
which it is the applicable Master Servicer separate and apart from its own funds
and general assets. In connection therewith, each Master Servicer shall
establish and maintain one or more segregated accounts (collectively, a
"Collection Account"), in which the funds described below are to be deposited
and held on behalf of the Trustee in trust for the benefit of the
Certificateholders. Each account that constitutes a Collection Account shall be
an Eligible Account. Each Master Servicer shall deposit or cause to be deposited
in its Collection Account, within one Business Day of receipt by it (in the case
of payments by Borrowers or other collections on the Serviced Pooled Mortgage
Loans as to which it acts as Master Servicer) or as otherwise required
hereunder, the following payments and collections received or made by or on
behalf of such Master Servicer subsequent to the Closing Date with respect to
the Pooled Mortgage Loans as to which it is the applicable Master Servicer and
any Administered REO Properties acquired in respect thereof (other than in
respect of scheduled payments of principal and interest due and payable on such
Pooled Mortgage Loans on or before their respective Cut-off Dates (or, in the
case of a Replacement Pooled Mortgage Loan, on or before the related date of
substitution), which payments shall be delivered promptly to the related Pooled
Mortgage Loan Seller or its designee, with negotiable instruments endorsed as
necessary and appropriate without recourse):

               (i) all payments (from whatever source) on account of principal
     of such Serviced Pooled Mortgage Loans, including Principal Prepayments;

               (ii) all payments (from whatever source) on account of interest
     on such Serviced Pooled Mortgage Loans, including Default Interest and
     Post-ARD Additional Interest;

               (iii) all Prepayment Premiums, Yield Maintenance Charges and/or
     late payment charges received with respect to such Serviced Pooled Mortgage
     Loans;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received with respect to such Serviced Pooled Mortgage
     Loans and/or, insofar as such payments and/or proceeds represent amounts
     allocable to reimburse Servicing Advances or pay Liquidation Expenses
     and/or other servicing expenses in respect of the entire Mortgage Loan
     Group of which any such Serviced Pooled Mortgage Loan is part;

               (v) any amounts relating to such Serviced Pooled Mortgage Loans
     and/or Administered REO Properties required to be deposited by such Master
     Servicer or such Special Servicer pursuant to Section 3.07(b)


                                      -118-



     in connection with losses resulting from a deductible clause in a blanket
     or master force placed hazard insurance policy;

               (vi) any amounts relating to an Administered REO Properties
     required to be transferred from any REO Account pursuant to Section
     3.16(c);

               (vii) to the extent not otherwise included in another clause of
     this Section 3.04(a), any payments collected in respect of Unliquidated
     Advances on such Pooled Mortgage Loans or in respect of amounts previously
     determined to constitute Nonrecoverable Advances;

               (viii) insofar as they do not constitute Escrow Payments or
     Reserve Funds, any amounts relating to such Serviced Pooled Mortgage Loans
     paid by a Borrower specifically to cover items for which a Servicing
     Advance has been made or that represent a recovery of property protection
     expenses from a Borrower; and

               (ix) in connection with the initial Collection Period, the
     Closing Date Deposit Amount paid by the related Pooled Mortgage Loan Seller
     for each Closing Date Deposit Mortgage Loan for which such Master Servicer
     is the applicable Master Servicer (and, by its execution of this Agreement,
     the applicable Master Servicer for each Closing Date Deposit Mortgage Loan
     hereby acknowledges that it has so received and deposited the Closing Date
     Deposit Amount for such Closing Date Deposit Mortgage Loan).

          In addition, the applicable Master Servicer shall deposit into its
Collection Account, promptly upon receipt thereof if such Master Servicer is
also the related Non-Trust Master Servicer and otherwise within one Business Day
following receipt thereof, all remittances to the Trust under the Non-Trust
Servicing Agreement related to a Non-Trust-Serviced Pooled Mortgage Loan or any
Non-Trust-Serviced REO Property. Furthermore, the applicable Master Servicer for
any Serviced Mortgage Loan Group shall deposit into its Collection Account,
within one Business Day following receipt thereof, all payments to the Trust
made by the Serviced Non-Pooled Mortgage Loan Noteholders in respect of
Nonrecoverable Advances or expenses pursuant to the terms of the related
Mortgage Loan Group Intercreditor Agreement.

          Furthermore, each Master Servicer shall deposit in its Collection
Account any amounts required to be deposited by such Master Servicer pursuant to
Section 3.06, as and when required by such section, in connection with losses
incurred with respect to Permitted Investments of funds held in such Collection
Account.

          Notwithstanding the foregoing requirements, the applicable Master
Servicer need not deposit into its Collection Account any amount that such
Master Servicer would be authorized to withdraw immediately from such Collection
Account in accordance with the terms of Section 3.05 and shall be entitled to
instead pay such amount directly to the Person(s) entitled thereto.

          The foregoing requirements for deposit in a Collection Account shall
be exclusive. Without limiting the generality of the foregoing, actual payments
from Borrowers in the nature of Escrow Payments, assumption fees, assumption
application fees, earn-out fees, extension fees, modification fees, charges for
beneficiary statements or demands, amounts collected for checks returned for
insufficient funds and other fees and amounts collected from Borrowers that
constitute Additional Master Servicing Compensation and/or Additional Special
Servicing Compensation, need not be deposited by either Master Servicer in its
Collection Account. Each Master Servicer shall promptly, and in any event within
one Business Day, deliver to the applicable Special Servicer any of the
foregoing items received by it with respect to any Pooled Mortgage Loan, if and
to the extent that such items constitute Additional Special Servicing
Compensation payable to the applicable Special Servicer. If either Master
Servicer shall deposit in its Collection Account any amount not required to be
deposited therein, it may at any time withdraw such amount from such Collection
Account, any provision herein to the contrary notwithstanding.


                                      -119-



          Upon receipt of any of the amounts described in clauses (i) through
(iv) and (vii) through (viii) of the first paragraph of this Section 3.04(a)
with respect to any Serviced Pooled Mortgage Loan, the applicable Special
Servicer shall promptly, but in no event later than one Business Day after
receipt, remit such amounts to the applicable Master Servicer for deposit into
such Master Servicer's Collection Account, unless the applicable Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement. With respect
to any such amounts paid by check to the order of the applicable Special
Servicer, each Special Servicer shall endorse such check to the order of the
applicable Master Servicer (in its capacity as such), without recourse,
representation or warranty, unless each Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and
delivered because of a restrictive endorsement. Any such amounts received by the
applicable Special Servicer with respect to an Administered REO Property shall
be deposited by such Special Servicer into the related REO Account and remitted
to the applicable Master Servicer for deposit into such Master Servicer's
Collection Account pursuant to Section 3.16(c).

          (b) The Certificate Administrator shall establish and maintain one or
more segregated accounts (collectively, the "Distribution Account"), to be held
on behalf and in the name of the Trustee in trust for the benefit of the
Certificateholders. Each account that constitutes the Distribution Account shall
be an Eligible Account. The Certificate Administrator shall, as a bookkeeping
matter, establish and maintain two sub-accounts of the Distribution Account (i)
one of which sub-accounts (such sub-account, the "REMIC Sub-Account") shall be
deemed to be held in trust for the benefit of the Holders of the REMIC III
Certificates and the Class R Certificates, and (ii) one of which sub-accounts
(such sub-account, the "Class V Sub-Account") shall be deemed to be held in
trust for the benefit of the Holders of the Class V Certificates. Not later than
1:00 p.m. (New York City time) on each Master Servicer Remittance Date, each
Master Servicer shall deliver to the Certificate Administrator, for deposit in
the Distribution Account, an aggregate amount of immediately available funds
equal to the Master Servicer Remittance Amount with respect to such Master
Servicer for such Master Servicer Remittance Date. Immediately upon deposit of a
Master Servicer Remittance Amount into the Distribution Account, any portion
thereof that represents any Post-ARD Additional Interest related to the ARD
Mortgage Loans and/or any successor REO Mortgage Loans with respect thereto
included in the Mortgage Pool shall be deemed to have been deposited into the
Class V Sub-Account, and the remaining portion thereof shall be deemed to have
been deposited into the REMIC Sub-Account. In addition, each Master Servicer
shall, as and when required hereunder, deliver to the Certificate Administrator
for deposit in the Distribution Account any P&I Advances and Compensating
Interest Payments required to be made by such Master Servicer hereunder.
Furthermore, any amounts paid by any party hereto to indemnify the Trust Fund
pursuant to any provision hereof shall be delivered to the Certificate
Administrator for deposit in the Distribution Account. The Certificate
Administrator shall, upon receipt, deposit in the Distribution Account any and
all amounts received or, pursuant to Section 4.03, advanced by the Trustee that
are required by the terms of this Agreement to be deposited therein. As and when
required pursuant to Section 3.05(c), the Certificate Administrator shall
transfer Interest Reserve Amounts in respect of the Interest Reserve Loans from
the Interest Reserve Account to the Distribution Account. Furthermore, as and
when required pursuant to Section 3.05(d), the Certificate Administrator shall
transfer monies from the Excess Liquidation Proceeds Account to the Distribution
Account. The Certificate Administrator shall also deposit in the Distribution
Account any amounts required to be deposited by the Certificate Administrator
pursuant to Section 3.06 in connection with losses incurred with respect to
Permitted Investments of funds held in the Distribution Account. If the
Certificate Administrator shall deposit in the Distribution Account any amount
not required to be deposited therein, it may at any time withdraw such amount
from the Distribution Account, any provision herein to the contrary
notwithstanding.

          (c) The Certificate Administrator shall establish and maintain one or
more accounts (collectively, the "Interest Reserve Account") to be held on
behalf and in the name of the Trustee in trust for the benefit of the
Certificateholders; provided that, subject to the next paragraph, the Interest
Reserve Account may be a sub-account of the Distribution Account. Each account
that constitutes the Interest Reserve Account shall be an Eligible Account. On
the Distribution Date in January (except during a leap year) and February of
each calendar year, commencing in 2007, prior to any distributions being made
with respect to the Certificates on such Distribution Date, the Certificate
Administrator shall, with respect to each Interest Reserve Loan, withdraw from
the Distribution Account and deposit in the Interest Reserve Account an amount
equal to the Interest Reserve Amount, if any, in respect of such Interest
Reserve Loan for such


                                      -120-



Distribution Date; provided that no such transfer of monies from the
Distribution Account to the Interest Reserve Account shall be made on the Final
Distribution Date. The Certificate Administrator shall also deposit in the
Interest Reserve Account from its own funds any amounts required to be deposited
by the Certificate Administrator pursuant to Section 3.06 in connection with
losses incurred with respect to Permitted Investments of funds held in the
Interest Reserve Account.

          Notwithstanding that the Interest Reserve Account may be a sub-account
of the Distribution Account for reasons of administrative convenience, the
Interest Reserve Account and the Distribution Account shall, for all purposes of
this Agreement (including the obligations and responsibilities of the
Certificate Administrator hereunder), be considered to be and shall be required
to be treated as, separate and distinct accounts.

          (d) If any Excess Liquidation Proceeds are received, the Certificate
Administrator shall establish and maintain one or more accounts (collectively,
the "Excess Liquidation Proceeds Account") to be held on behalf and in the name
of the Trustee in trust for the benefit of the Certificateholders. Each account
that constitutes the Excess Liquidation Proceeds Account shall be an Eligible
Account. On each Master Servicer Remittance Date, each Master Servicer shall
withdraw from its Collection Account and remit to the Certificate Administrator
for deposit in the Excess Liquidation Proceeds Account all Excess Liquidation
Proceeds received by it during the Collection Period ending on the Determination
Date immediately prior to such Master Servicer Remittance Date. The Certificate
Administrator shall also deposit in the Excess Liquidation Proceeds Account from
its own funds any amounts required to be deposited by the Certificate
Administrator pursuant to Section 3.06 in connection with losses incurred with
respect to Permitted Investments of funds held in the Excess Liquidation
Proceeds Account.

          (e) The applicable Master Servicer shall segregate and hold all funds
collected and received by it in connection with the Serviced Non-Pooled Pari
Passu Companion Loans (if any) separate and apart from its own funds and general
assets. In connection therewith, such Master Servicer shall establish and
maintain one or more segregated accounts (collectively, the related "Companion
Note Custodial Account"), in which the funds described below are to be deposited
and held on behalf of the related Serviced Non-Pooled Pari Passu Companion Loan
Noteholder (and which accounts may be maintained as separately identified
sub-accounts of the applicable Collection Account, provided that for all
purposes of this Agreement (including the obligations of the applicable Master
Servicer hereunder) such accounts shall be considered to be and shall be
required to be treated as separate and distinct from the applicable Collection
Account); provided, however, that the obligation of the applicable Master
Servicer to establish and maintain such account with respect to The Tower
Non-Pooled Mortgage Loan shall commence only on the date (if any) upon which The
Tower Non-Pooled Mortgage Loan becomes pari passu in right of payment with The
Tower Pooled Mortgage Loan pursuant to The Tower Intercreditor Agreement. Each
Companion Note Custodial Account shall be an Eligible Account. The applicable
Master Servicer shall deposit or cause to be deposited in each Companion Note
Custodial Account, within one Business Day of receipt by it or as otherwise
required hereunder, the following payments and collections received or made by
or on behalf of such Master Servicer in respect of the related Serviced
Non-Pooled Pari Passu Companion Loan subsequent to the Closing Date:

               (i) all payments (from whatever source) on account of principal
     of the Non-Pooled Pari Passu Companion Loan, including Principal
     Prepayments;

               (ii) all payments (from whatever source) on account of interest
     on the Non-Pooled Pari Passu Companion Loan, including Default Interest;

               (iii) all Prepayment Premiums and Yield Maintenance Charges
     received in respect of the Non-Pooled Pari Passu Companion Loan;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received in respect of, and allocable as interest
     (including Default Interest) on, principal of or Prepayment Premiums or
     Yield Maintenance Charges with respect to, the subject Serviced Non-Pooled
     Pari Passu Companion Loan (or any successor REO Mortgage Loan with respect
     thereto);


                                      -121-



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

               (vi) any amounts required to be deposited by the applicable
     Master Servicer or the applicable Special Servicer pursuant to Section
     3.07(b) in connection with losses on the Non-Pooled Pari Passu Companion
     Loan (or any successor REO Mortgage Loan with respect thereto) resulting
     from a deductible clause in a blanket or master force placed hazard
     insurance policy;

               (vii) any amounts required to be transferred to the applicable
     Companion Note Custodial Account from the REO Account pursuant to Section
     3.16(c); and

               (viii) any other amounts received and applied on the related
     Non-Pooled Pari Passu Companion Loan pursuant to the related Mortgage Loan
     Group Intercreditor Agreement.

          Notwithstanding the foregoing requirements, the applicable Master
Servicer need not deposit into the applicable Companion Note Custodial Account
any amount that such Master Servicer would be authorized to withdraw immediately
from such Companion Note Custodial Account in accordance with the terms of
Section 3.05 and shall be entitled to instead pay such amount directly to the
Person(s) entitled thereto).

          The foregoing requirements for deposit in each Companion Note
Custodial Account shall be exclusive. Without limiting the generality of the
foregoing, actual payments from the applicable Borrower in the nature of Escrow
Payments, assumption fees, assumption application fees, earn-out fees, extension
fees, modification fees, charges for beneficiary statements or demands, amounts
collected for checks returned for insufficient funds and other fees and amounts
collected from the applicable Borrower that constitute Additional Master
Servicing Compensation and/or Additional Special Servicing Compensation, need
not be deposited by the applicable Master Servicer in the applicable Companion
Note Custodial Account. The applicable Master Servicer shall promptly deliver to
the applicable Special Servicer any of the foregoing items received by it with
respect to a Serviced Non-Pooled Pari Passu Companion Loan, if and to the extent
that such items constitute Additional Special Servicing Compensation with
respect to such Serviced Non-Pooled Pari Passu Companion Loan. If the applicable
Master Servicer shall deposit in the applicable Companion Note Custodial Account
any amount not required to be deposited therein, it may at any time withdraw
such amount from the applicable Companion Note Custodial Account, any provision
herein to the contrary notwithstanding.

          Upon receipt of any of the amounts described in clauses (i) through
(iv) of the first paragraph of this Section 3.04(e), the applicable Special
Servicer shall promptly, but in no event later than two (2) Business Days after
receipt, remit such amounts to the applicable Master Servicer for deposit into
the applicable Companion Note Custodial Account, unless the applicable Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or because of
another appropriate reason that is consistent with the Servicing Standard. With
respect to any such amounts paid by check to the order of the applicable Special
Servicer, the Special Servicer shall endorse such check to the order of the
applicable Master Servicer (in its capacity as such), without recourse,
representation or warranty, unless the applicable Special Servicer determines,
consistent with the Servicing Standard, that a particular item cannot be so
endorsed and delivered because of a restrictive endorsement or because of
another appropriate reason that is consistent with the Servicing Standard. Any
such amounts received by the applicable Special Servicer with respect to an REO
Property relating to the applicable Mortgage Loan Group shall be deposited by
the applicable Special Servicer into the REO Account and, insofar as such
amounts are allocable as interest on, principal of, or Prepayment Premiums or
Yield Maintenance Charges with respect to the Serviced Non-Pooled Pari Passu
Companion Loan or any successor REO Mortgage Loan with respect thereto, shall be
remitted to the applicable Master Servicer for deposit into the applicable
Companion Note Custodial Account pursuant to Section 3.16(c) (subject to the
terms of the related Mortgage Loan Group Intercreditor Agreement). Any
remittances by a Special Servicer under this paragraph may be made as part of an
aggregate remittance under this paragraph, the final paragraph of Section
3.04(a) and/or the final paragraph of Section 3.04(f).


                                      -122-



          To the extent of the applicable Non-Pooled Pari Passu Companion
Noteholder's interest therein, each Companion Note Custodial Account shall be
treated as an "outside reserve fund" within the meaning of the REMIC Provisions,
beneficially owned by the related Non-Pooled Pari Passu Companion Noteholder,
who shall be liable for any tax on its share of any reinvestment income thereon,
and who shall be deemed to receive any related reimbursements from the Trust
Fund.

          (f) The applicable Master Servicer shall segregate and hold all funds
collected and received by it in connection with the Serviced Non-Pooled
Subordinate Loans separate and apart from its own funds and general assets. In
connection therewith, such Master Servicer shall establish and maintain one or
more segregated accounts (each, a "Subordinate Note Custodial Account"), in
which the funds described below are to be deposited and held on behalf of the
related Serviced Non-Pooled Subordinate Noteholder (and which accounts may be
maintained as separately identified sub-accounts of the applicable Collection
Account or, provided that for all purposes of this Agreement (including the
obligations of the applicable Master Servicer hereunder) such accounts shall be
considered to be and shall be required to be treated as separate and distinct
from the applicable Collection Account); provided, however, that the obligation
of the applicable Master Servicer to maintain such account with respect to The
Tower Non-Pooled Mortgage Loan shall terminate on the date (if any) upon which
The Tower Non-Pooled Mortgage Loan becomes pari passu in right of payment with
The Tower Pooled Mortgage Loan pursuant to The Tower Intercreditor Agreement
(subject to the obligation of the applicable Master Servicer to thereupon
establish a Companion Note Custodial Account under Section 3.04(e) and transfer
thereto any amounts then on deposit in the Subordinate Note Custodial Account
for The Tower Non-Pooled Mortgage Loan). Notwithstanding the foregoing, in no
event shall the applicable Master Servicer be required to maintain an account
separate from or that is a sub-account of the Collection Account in connection
with any Serviced Non-Pooled Subordinate Loan that is included in a related
Mortgage Loan Group (if any) that includes a PCF Pooled Mortgage Loan or PCFII
Pooled Mortgage Loan, provided, however, that notwithstanding the absence of any
such separate account or sub-account, the applicable Master Servicer, for the
benefit of the Trust (as the holder of the related Pooled Mortgage Loan), shall
make deposits to and remittances and withdrawals from the Collection Account in
a manner that is consistent with the economic effect to the Trust (as the holder
of the related Pooled Mortgage Loan) of the deposit, remittance and withdrawal
provisions of this Section 3.04(f) and Section 3.05(f). Each Subordinate Note
Custodial Account shall be an Eligible Account. The applicable Master Servicer
shall deposit or cause to be deposited in each Subordinate Note Custodial
Account, within one Business Day of receipt by it or as otherwise required
hereunder, the following payments and collections received or made by or on
behalf of such Master Servicer in respect of the related Serviced Non-Pooled
Subordinate Loan subsequent to the Closing Date:

               (i) all payments (from whatever source) on account of principal
     of the applicable Serviced Non-Pooled Subordinate Loan, including Principal
     Prepayments;

               (ii) all payments (from whatever source) on account of interest
     on the applicable Serviced Non-Pooled Subordinate Loan, including Default
     Interest;

               (iii) all Prepayment Premiums and Yield Maintenance Charges
     received in respect of the applicable Serviced Non-Pooled Subordinate Loan;

               (iv) all Insurance Proceeds, Condemnation Proceeds and
     Liquidation Proceeds received in respect of, and allocable as interest
     (including Default Interest) on, principal of or Prepayment Premiums or
     Yield Maintenance Charges with respect to, the applicable Serviced
     Subordinate Loan (or any successor REO Mortgage Loan with respect thereto);

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

               (vi) any amounts required to be deposited by the applicable
     Master Servicer or the Special Servicer pursuant to Section 3.07(b) in
     connection with losses on the applicable Serviced Non-Pooled Subordinate


                                      -123-



     Loan (or any successor REO Mortgage Loan with respect thereto) resulting
     from a deductible clause in a blanket or master force placed hazard
     insurance policy;

               (vii) any amounts required to be transferred to the applicable
     Subordinate Note Custodial Account from the related REO Account pursuant to
     Section 3.16(c); and

               (viii) any other amounts received and applied on the related
     Serviced Non-Pooled Subordinate Loan pursuant to the related Mortgage Loan
     Group Intercreditor Agreement.

          Notwithstanding the foregoing requirements, the applicable Master
Servicer need not deposit into the applicable Subordinate Note Custodial Account
any amount that such Master Servicer would be authorized to withdraw immediately
from such Subordinate Note Custodial Account in accordance with the terms of
Section 3.05 and shall be entitled to instead pay such amount directly to the
Person(s) entitled thereto).

          The foregoing requirements for deposit in the applicable Subordinate
Note Custodial Account shall be exclusive. Without limiting the generality of
the foregoing, actual payments from the applicable Borrower in the nature of
Escrow Payments, assumption fees, assumption application fees, earn-out fees,
extension fees, modification fees, charges for beneficiary statements or
demands, amounts collected for checks returned for insufficient funds and other
fees and amounts collected from the applicable Borrower that constitute
Additional Master Servicing Compensation and/or Additional Special Servicing
Compensation, need not be deposited by the applicable Master Servicer in the
applicable Subordinate Note Custodial Account. The applicable Master Servicer
shall promptly deliver to the applicable Special Servicer any of the foregoing
items received by it with respect to the applicable Serviced Non-Pooled
Subordinate Loan, if and to the extent that such items constitute Additional
Special Servicing Compensation with respect to the applicable Serviced
Non-Pooled Subordinate Loan. If the applicable Master Servicer shall deposit in
the applicable Subordinate Note Custodial Account any amount not required to be
deposited therein, it may at any time withdraw such amount from the applicable
Subordinate Note Custodial Account, any provision herein to the contrary
notwithstanding.

          Upon receipt of any of the amounts described in clauses (i) through
(iv) of the first paragraph of this Section 3.04(f), the applicable Special
Servicer shall promptly, but in no event later than two (2) Business Days after
receipt, remit such amounts to the applicable Master Servicer for deposit into
the applicable Subordinate Note Custodial Account, unless the applicable Special
Servicer determines, consistent with the Servicing Standard, that a particular
item should not be deposited because of a restrictive endorsement or because of
another appropriate reason that is consistent with the Servicing Standard. With
respect to any such amounts paid by check to the order of the Special Servicer,
such Special Servicer shall endorse such check to the order of the applicable
Master Servicer (in its capacity as such), without recourse, representation or
warranty, unless such Special Servicer determines, consistent with the Servicing
Standard, that a particular item cannot be so endorsed and delivered because of
a restrictive endorsement or because of another appropriate reason that is
consistent with the Servicing Standard. Any such amounts received by the
applicable Special Servicer with respect to an REO Property relating to the
applicable Mortgage Loan Group shall be deposited by such Special Servicer into
the related REO Account and, insofar as such amounts are allocable as interest
on, principal of, or Prepayment Premiums or Yield Maintenance Charges with
respect to the applicable Serviced Non-Pooled Subordinate Loan or any successor
REO Mortgage Loan with respect thereto, shall be remitted to the applicable
Master Servicer for deposit into the applicable Subordinate Note Custodial
Account pursuant to Section 3.16(c) (subject to the terms of the related
Mortgage Loan Group Intercreditor Agreement). Any remittances by a Special
Servicer under this paragraph may be made as part of an aggregate remittance
under this paragraph, the final paragraph of Section 3.04(a) and/or the final
paragraph of Section 3.04(e).

          To the extent of the applicable Serviced Non-Pooled Subordinate
Noteholder's interest therein, the Subordinate Note Custodial Account shall be
treated as an "outside reserve fund" within the meaning of the REMIC Provisions,
beneficially owned by the related Serviced Non-Pooled Subordinate Noteholder,
who shall be liable for any tax on its share of any reinvestment income thereon,
and who shall be deemed to receive any related reimbursements from the Trust
Fund.


                                      -124-



          (g) Funds in a Collection Account, the Distribution Account, the
Interest Reserve Account, the Excess Liquidation Proceeds Account, each
Companion Note Custodial Account and/or each Subordinate Note Custodial Account
may be invested in Permitted Investments in accordance with the provisions of
Section 3.06. Each Master Servicer shall give notice to the other parties hereto
of the location of its Collection Account as of the Closing Date and of the new
location of its Collection Account prior to any change thereof. With respect to
each Serviced Mortgage Loan Group, the applicable Master Servicer shall give
notice to the other parties hereto and to each related Serviced Non-Pooled
Mortgage Loan Noteholder related to a Serviced Mortgage Loan Group of the
location of any related Companion Note Custodial Account and/or Subordinate Note
Custodial Account maintained by it as of the Closing Date, of the establishment
of any related Companion Note Custodial Account and/or Subordinate Note
Custodial Account after the Closing Date and of the new location of such account
prior to any change thereof.

          SECTION 3.05. Permitted Withdrawals From the Collection Accounts, the
                        Distribution Account, the Interest Reserve Account, the
                        Excess Liquidation Proceeds Account, the Companion Note
                        Custodial Accounts and the Subordinate Note Custodial
                        Accounts.

          (a) Subsection (I). Each Master Servicer may, from time to time, make
withdrawals from its Collection Account for any of the following purposes (the
order set forth below not constituting an order of priority for such
withdrawals):

               (i) to remit to the Certificate Administrator for deposit in the
     Distribution Account (A) the Master Servicer Remittance Amount with respect
     to such Master Servicer for each Master Servicer Remittance Date and (B)
     any amounts that may be applied by such Master Servicer to make P&I
     Advances pursuant to Section 4.03(a);

               (ii) to reimburse the Trustee or itself, as applicable, in that
     order, for unreimbursed P&I Advances made by such Person (in each case,
     with its own funds) with respect to those Pooled Mortgage Loans as to which
     such Master Servicer is the applicable Master Servicer and/or any successor
     REO Pooled Mortgage Loans in respect thereof, such Master Servicer's and
     the Trustee's, as the case may be, respective rights to reimbursement
     pursuant to this clause (ii) with respect to any P&I Advance (other than a
     Nonrecoverable P&I Advance, which is reimbursable pursuant to clause (vi)
     below) being limited to (subject to the operation of subsection (II)(iii)
     of this Section 3.05(a)) amounts on deposit in such Collection Account that
     represent Late Collections of interest and principal Received by the Trust
     in respect of the particular Pooled Mortgage Loan or REO Pooled Mortgage
     Loan as to which such P&I Advance was made (net of related Master Servicing
     Fees);

               (iii) to pay itself earned and unpaid Master Servicing Fees with
     respect to those Pooled Mortgage Loans as to which it is the applicable
     Master Servicer and/or any successor REO Pooled Mortgage Loans in respect
     thereof, such Master Servicer's right to payment pursuant to this clause
     (iii) with respect to any such Pooled Mortgage Loan or REO Pooled Mortgage
     Loan being limited to amounts on deposit in such Collection Account that
     are allocable as interest on such Pooled Mortgage Loan or REO Pooled
     Mortgage Loan, as the case may be;

               (iv) to pay the applicable Special Servicer (or, if applicable,
     any predecessor thereto) earned and unpaid Special Servicing Fees, Workout
     Fees and Liquidation Fees to which it is entitled in respect of each
     Specially Serviced Pooled Mortgage Loan, Corrected Pooled Mortgage Loan
     and/or REO Pooled Mortgage Loan pursuant to, and from the sources
     contemplated by, Section 3.11(c), but only if and to the extent that such
     Special Servicing Fees, Workout Fees and Liquidation Fees relate to Pooled
     Mortgage Loans and/or related REO Properties as to which such Master
     Servicer is the applicable Master Servicer (and in no event shall any such
     payment be made by the applicable Master Servicer in respect of a
     Non-Trust-Serviced Pooled Mortgage Loan);

               (v) to reimburse the Trustee, the applicable Special Servicer or
     itself, as applicable, in that order, for any unreimbursed Servicing
     Advances made thereby (in each case, with its own funds) with respect to
     those Mortgage Loans and related REO Properties as to which such Master
     Servicer is the applicable Master


                                      -125-



     Servicer, such Master Servicer's, the applicable Special Servicer's and the
     Trustee's, as the case may be, respective rights to reimbursement pursuant
     to this clause (v) with respect to any Servicing Advance (other than a
     Nonrecoverable Servicing Advance, which is reimbursable pursuant to clause
     (vi) below) being limited to (subject to the operation of subsection
     (II)(iii) of this Section 3.05(a)) amounts on deposit in such Collection
     Account that represent (A) payments made by the related Borrower that are
     allocable to cover the item in respect of which such Servicing Advance was
     made, and/or (B) Insurance Proceeds, Condemnation Proceeds, Liquidation
     Proceeds and, if applicable, REO Revenues Received by the Trust in respect
     of the particular Pooled Mortgage Loan or related REO Property as to which
     such Servicing Advance was made;

               (vi) to reimburse the Trustee, the applicable Special Servicer or
     itself, as applicable, in that order, out of such general collections
     (subject to the operation of subsection (II)(iv) of this Section 3.05(a)
     below) on the Mortgage Loans and any REO Properties as are then on deposit
     in such Collection Account, for any unreimbursed Nonrecoverable Advances
     made thereby with respect to any of the Mortgage Loans and/or related REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer;

               (vii) to pay the Trustee, the applicable Special Servicer or
     itself, as applicable, in that order, any unpaid Advance Interest accrued
     on Advances made by such Person with respect to Mortgage Loans and/or REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer, such payment to be made, as and to the extent contemplated by
     Section 3.31, out of amounts on deposit in such Collection Account that
     represent Default Charges Received by the Trust on the Mortgage Loans or
     REO Mortgage Loans as to which the subject Advance was made;

               (viii) to the extent that such Master Servicer has reimbursed or
     is reimbursing the Trustee, the applicable Special Servicer or itself, as
     applicable, for any unreimbursed Advance with respect to any Mortgage Loan
     or REO Property as to which such Master Servicer is the applicable Master
     Servicer (regardless of whether such reimbursement is pursuant to clause
     (ii), (v) or (vi) above, pursuant to Section 3.03(c) or Section 3.03(d) or
     pursuant to subsection (II) of this Section 3.05(a)), and insofar as
     payment has not already been made out of related Default Charges, and the
     related Default Charges then on deposit in such Collection Account and
     available therefor are not sufficient to make such payment, pursuant to
     clause (vii) above, to pay the Trustee, the applicable Special Servicer or
     itself, as applicable, in that order, first out of amounts on deposit in
     such Collection Account that represent the remaining Liquidation Proceeds,
     Insurance Proceeds and/or Condemnation Proceeds, if any, from the Pooled
     Mortgage Loan or REO Property to which the Advance relates, then out of
     such general collections (subject to the operation of subsection (II) of
     this Section 3.05(a) below) on the Mortgage Loans and any REO Properties as
     are then on deposit in such Collection Account, any related Advance
     Interest accrued and payable on the portion of such Advance so reimbursed
     or being reimbursed;

               (ix) to pay (A) any outstanding expenses that were incurred by
     the applicable Special Servicer in connection with its inspecting, pursuant
     to Section 3.12(a), any Administered REO Property or any Mortgaged Property
     securing a Specially Serviced Pooled Mortgage Loan as to which such Master
     Servicer is the applicable Master Servicer or (B) any other outstanding
     expenses incurred on behalf of the Trust with respect to any Mortgage Loan
     or related REO Property as to which such Master Servicer is the applicable
     Master Servicer (other than Advance Interest that is paid pursuant to
     clause (vii) above, and other than Special Servicing Fees, Workout Fees and
     Liquidation Fees, which are covered by clause (iv) above) that will likely
     otherwise become Additional Trust Fund Expenses, such payment to be made
     from amounts on deposit in such Collection Account that represent Insurance
     Proceeds, Condemnation Proceeds or Liquidation Proceeds from the related
     Mortgage Loan or REO Property;

               (x) to pay itself any items of Additional Master Servicing
     Compensation, and to pay the applicable Special Servicer any items of
     Additional Special Servicing Compensation, in each case on deposit in such
     Collection Account from time to time;


                                      -126-



               (xi) to pay any unpaid Liquidation Expenses incurred with respect
     to any Serviced Pooled Mortgage Loan or related Administered REO Property
     as to which such Master Servicer is the applicable Master Servicer, such
     payments to be made, first, out of amounts on deposit in such Collection
     Account that represent Insurance Proceeds, Condemnation Proceeds or
     Liquidation Proceeds and, if applicable, REO Revenues received with respect
     to such Pooled Mortgage Loan or REO Property, as the case may be, and then,
     out of such general collections on the Pooled Mortgage Loans and any REO
     Properties as are then on deposit in such Collection Account;

               (xii) to pay, subject to and in accordance with Section 3.11(i),
     out of such general collections on the Pooled Mortgage Loans and any
     related REO Properties as are then on deposit in such Collection Account,
     servicing expenses related to the Pooled Mortgage Loans and related REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer, which expenses would, if advanced, constitute Nonrecoverable
     Servicing Advances;

               (xiii) to pay, first out of amounts on deposit in such Collection
     Account that represent related Liquidation Proceeds, Insurance Proceeds
     and/or Condemnation Proceeds, if any, and then, out of such general
     collections on the Pooled Mortgage Loans and any related REO Properties as
     are then on deposit in such Collection Account, costs and expenses incurred
     by the Trust pursuant to Section 3.09(c) with respect to any Serviced
     Pooled Mortgage Loan or Administered REO Property as to which such Master
     Servicer is the applicable Master Servicer (other than the costs of
     environmental testing, which are to be covered by, and reimbursable as, a
     Servicing Advance);

               (xiv) to pay itself, the applicable Special Servicer, the
     Depositor, the Certificate Administrator, the Tax Administrator, the
     Trustee, or any of their respective directors, officers, members, managers,
     employees and agents, as the case may be, first out of amounts on deposit
     in such Collection Account that represent related Liquidation Proceeds,
     Insurance Proceeds and/or Condemnation Proceeds, if any, and then, out of
     such general collections on the Pooled Mortgage Loans and any REO
     Properties as are then on deposit in such Collection Account, any amounts
     payable to any such Person pursuant to Section 6.03, Section 7.01(b),
     Section 8.05(b) or Section 8.13, as applicable, but only if and to the
     extent that such amounts relate to Pooled Mortgage Loans and/or REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer;

               (xv) to pay, first out of amounts on deposit in such Collection
     Account that represent related Liquidation Proceeds, Insurance Proceeds
     and/or Condemnation Proceeds, if any, and then, out of such general
     collections on the Pooled Mortgage Loans and any REO Properties as are then
     on deposit in such Collection Account, (A) any reasonable out-of-pocket
     cost or expense (including the reasonable fees of tax accountants and
     attorneys) incurred by the Trustee pursuant to Section 3.17(a)(iii) in
     connection with providing advice to the applicable Special Servicer with
     respect to any REO Property as to which such Master Servicer is the
     applicable Master Servicer, and (B) to the extent not otherwise advanced by
     such Master Servicer, any fees and/or expenses payable or reimbursable, as
     the case may be, in accordance with Section 3.18(c), to the applicable
     Master Servicer or the Trustee or an Independent third party for
     confirming, in accordance with such Section 3.18(c), a Fair Value
     determination made with respect to any Specially Designated Defaulted
     Pooled Mortgage Loan as to which such Master Servicer is the applicable
     Master Servicer;

               (xvi) to pay itself, the applicable Special Servicer, the
     Certificate Administrator, the Trustee or the Depositor, as the case may
     be, any amount related to the Pooled Mortgage Loans and/or related REO
     Properties as to which such Master Servicer is the applicable Master
     Servicer, that is specifically required to be paid to such Person at the
     expense of the Trust Fund under any provision of this Agreement and to
     which reference is not made in any other clause of this Section 3.05(a), it
     being acknowledged that this clause (xvi) shall not be construed to modify
     any limitation otherwise set forth in this Agreement on the time at which
     any Person is entitled to payment or reimbursement of any amount or the
     funds from which any such payment or reimbursement is permitted to be made;


                                      -127-



               (xvii) to pay itself, the applicable Special Servicer, any Pooled
     Mortgage Loan Seller, a Controlling Class Certificateholder, any Non-Pooled
     Subordinate Noteholder or any other particular Person, as the case may be,
     with respect to any Pooled Mortgage Loan as to which such Master Servicer
     is the applicable Master Servicer and that was previously purchased or
     otherwise removed from the Trust Fund by such Person pursuant to or as
     contemplated by this Agreement, all amounts received on such Pooled
     Mortgage Loan subsequent to the date of purchase or other removal;

               (xviii) to pay to the applicable Pooled Mortgage Loan Seller any
     amounts on deposit in such Collection Account that represent Monthly
     Payments due on the respective Pooled Mortgage Loans on or before the
     Cut-off Date or, in the case of a Replacement Pooled Mortgage Loan, on or
     before the date on which such Replacement Pooled Mortgage Loan was added to
     the Trust Fund;

               (xix) in connection with a Non-Trust-Serviced Pooled Mortgage
     Loan, to pay, out of such general collections on the Pooled Mortgage Loans
     and REO Properties as are then on deposit in such Collection Account, to
     the related Non-Trust Master Servicer, the related Non-Trust Special
     Servicer and/or the holder of the related Non-Pooled Pari Passu Companion
     Loan, any amount reimbursable to such party by the holder of such
     Non-Trust-Serviced Pooled Mortgage Loan pursuant to the terms of the
     related Mortgage Loan Group Intercreditor Agreement;

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

               (xxi) to withdraw any amount and pay to the Person entitled
     thereto any amount deposited in such Collection Account in error; and

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

provided, however, that if any expense, cost, reimbursement or other amount
otherwise permitted to be withdrawn from a Collection Account pursuant to clause
(vi) (relating to Nonrecoverable Advances), clause (ix) (relating to certain
expenses), clause (xiii) (relating to certain environmental costs) or clause
(xiv) (relating to certain indemnification and similar expenses) relates to a
Mortgage Loan in a Serviced Mortgage Loan Group, then such payment shall be
made, first, from amounts in the related Subordinate Note Custodial Account (if
any) and, then, from other collections with respect to such Serviced Mortgage
Loan Group on deposit in the relevant Collection Account and (unless the
expense, cost, reimbursement or other amount is a Nonrecoverable P&I Advance, in
which case (for avoidance of doubt) the payment in reimbursement thereof (after
the required withdrawal from the related Subordinate Note Custodial Account (if
any)) shall be made solely from the relevant Collection Account) any related
Companion Note Custodial Account(s) (if any) (withdrawals from such Collection
Account and related Companion Note Custodial Account are to be made pro rata
according to the related Mortgage Loan Group Intercreditor Agreement and based
on the respective outstanding principal balances of the related Pooled Mortgage
Loan and the related Serviced Non-Pooled Pari Passu Companion Loan), prior to
payment from funds in such Collection Account that are unrelated to such
Serviced Mortgage Loan Group.

          In addition, but subject to the succeeding paragraphs of this Section
3.05(a), if at any time a Master Servicer is entitled to make a payment,
reimbursement or remittance from its Collection Account, the payment,
reimbursement or remittance can be made from any funds on deposit in such
Collection Account (including pursuant to clause (vi) of the preceding
paragraph) and the amounts on deposit in such Collection Account (after
withdrawing any portion of such amounts deposited in such Collection Account in
error) are insufficient to satisfy such payment, reimbursement or remittance and
the amount on deposit in the other Master Servicer's Collection Account (after
withdrawing any portion of such amounts deposited in such Collection Account in
error) is sufficient to make such payment, reimbursement or remittance, then
such other Master Servicer shall withdraw funds from its Collection Account and
make such payment, reimbursement or remittance within three (3) Business Days
following a written request therefor from the first Master Servicer, which
request is accompanied by an Officer's Certificate (1) either (x) setting forth
that the


                                      -128-



requesting Master Servicer, the applicable Special Servicer, the Trustee, the
Certificate Administrator or another particular Person, as applicable, is
entitled to such payment, reimbursement or remittance (and setting forth the
nature and amount of such payment, reimbursement or remittance and the party
entitled thereto) or (y) forwarding a copy of any Officer's Certificate or other
information provided by the applicable Special Servicer, the Trustee, the
Certificate Administrator or another particular Person, as the case may be, that
sets forth that such Person is entitled to such payment, reimbursement or
remittance (and the nature and amount of such payment, reimbursement or
remittance and the party entitled thereto) and (2) setting forth that the
requesting Master Servicer does not then have on deposit in its Collection
Account funds sufficient for such reimbursement.

          If amounts on deposit in either Collection Account at any particular
time (after withdrawing any portion of such amounts deposited in such Collection
Account in error) are insufficient to satisfy all payments, reimbursements and
remittances to be made therefrom as set forth in clauses (ii) through (xx) of
the second preceding paragraph above, then the corresponding withdrawals from
such Collection Account shall be made in the following priority and subject to
the following rules: (x) if the payment, reimbursement or remittance is to be
made from a specific source of funds, then such payment, reimbursement or
remittance shall be made from that specific source of funds on a pro rata basis
with any and all other payments, reimbursements and remittances to be made from
such specific source of funds; and (y) if the payment, reimbursement or
remittance can be made from any funds on deposit in such Collection Account,
then (following any withdrawals made from such Collection Account in accordance
with the immediately preceding clause (x) of this sentence) such payment,
reimbursement or remittance shall be made from the general funds remaining on
deposit in such Collection Account on a pro rata basis with any and all other
payments, reimbursements or remittances to be made from such general funds;
provided that any reimbursements of Advances in respect of any particular
Mortgage Loan or REO Property out of a Collection Account pursuant to any of
clauses (ii), (v) and (vi) of the first paragraph of this Section 3.05(a)(I),
and any payments of interest thereon out of a Collection Account pursuant to
either of clauses (vii) and (viii) of the first paragraph of this Section
3.05(a)(I), shall be made (to the extent of their respective entitlements to
such reimbursements and/or payments): first, to the Trustee; and second, pro
rata, to the applicable Master Servicer and the applicable Special Servicer.

          Each Master Servicer shall keep and maintain separate accounting
records, on a loan-by-loan and property-by-property basis when appropriate, in
connection with any withdrawal from its Collection Account pursuant to any of
clauses (ii) through (xx) of the first paragraph of this Section 3.05(a)(I).

          Each Master Servicer shall pay to the applicable Special Servicer from
such Master Servicer's Collection Account on each Master Servicer Remittance
Date amounts permitted to be paid to the applicable Special Servicer therefrom
based upon an Officer's Certificate received from such Special Servicer on the
first Business Day following the immediately preceding Determination Date,
describing the item and amount to which such Special Servicer is entitled. Each
Master Servicer may rely conclusively on any such certificate and shall have no
duty to re-calculate the amounts stated therein. Each Special Servicer shall
keep and maintain separate accounting for each Specially Serviced Mortgage Loan
and REO Property as to which it is the applicable Special Servicer on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request thereby for withdrawal from a Collection Account.

          Subsection (II). The provisions of this subsection (II) of this
Section 3.05(a) shall apply notwithstanding any contrary provision of subsection
(I) of this Section 3.05(a):

               (i) Identification of Workout-Delayed Reimbursement Amounts: If
     any Advance made with respect to any Mortgage Loan on or before the date on
     which such Mortgage Loan becomes (or, but for the making of three monthly
     payments under its modified terms, would then constitute) a Corrected
     Mortgage Loan, together with (to the extent theretofore accrued and unpaid)
     Advance Interest thereon, is not pursuant to the operation of the
     provisions of Section 3.05(a)(I) reimbursed to the Person who made such
     Advance on or before the date, if any, on which such Mortgage Loan becomes
     a Corrected Mortgage Loan (or, but for the making of three monthly payments
     under its modified terms, would constitute a Corrected Mortgage Loan), such
     Advance, together with such Advance Interest, shall constitute a
     "Workout-Delayed Reimbursement Amount" to the extent that such amount has
     not been determined to constitute a Nonrecoverable Advance. All references
     herein to


                                      -129-



     "Workout-Delayed Reimbursement Amount" shall be construed always to mean
     the related Advance and (to the extent theretofore accrued and unpaid) any
     Advance Interest thereon, together with (to the extent it remains unpaid)
     any further Advance Interest that accrues on the unreimbursed portion of
     such Advance from time to time in accordance with the other provisions of
     this Agreement. That any amount constitutes all or a portion of any
     Workout-Delayed Reimbursement Amount shall not in any manner limit the
     right of any Person hereunder to determine that such amount instead
     constitutes a Nonrecoverable Advance.

               (ii) General Relationship of Provisions. Subsection (iii) below
     (subject to the terms, conditions and limitations thereof) sets forth the
     terms of and conditions to the right of a Person to be reimbursed for any
     Workout-Delayed Reimbursement Amount to the extent that such Person is not
     otherwise entitled to reimbursement and payment of such Workout-Delayed
     Reimbursement Amount pursuant to the operation of Section 3.05(a)(I) above
     (construed without regard to the reference therein to this subsection
     except that it is nonetheless hereby acknowledged that, for purposes of
     "Late Collections" in subsection 3.05(a)(I), funds received on the related
     Mortgage Loan shall be applied in accordance with the terms of the
     applicable modification even though such application may result in an
     Advance continuing to be outstanding when the Borrower is current in its
     payments under the terms of the Mortgage Loan as modified). Subsection (iv)
     below (subject to the terms, conditions and limitations thereof) authorizes
     the Master Servicer, under certain circumstances, to abstain from
     reimbursing itself (or, if applicable, the Trustee to abstain from
     obtaining reimbursement) for Nonrecoverable Advances at its sole option.
     Upon any determination that all or any portion of a Workout-Delayed
     Reimbursement Amount constitutes a Nonrecoverable Advance, then the
     reimbursement or payment of such amount (and any further Advance Interest
     that may accrue thereon) shall cease to be subject to the operation of
     subsection (iii) below, such amount (and further Advance Interest) shall be
     as fully payable and reimbursable to the relevant Person as would any other
     Nonrecoverable Advance (and Advance Interest thereon) and, as a
     Nonrecoverable Advance, such amount may become the subject of a Master
     Servicer's (or, if applicable, the Trustee's) exercise of its sole option
     authorized by subsection (iv) below.

               (iii) Reimbursements of Workout-Delayed Reimbursement Amounts:
     The applicable Master Servicer, the applicable Special Servicer and the
     Trustee, as applicable, shall be entitled to reimbursement and payment
     (and, notwithstanding any contrary provision of subsection (I) above, shall
     be entitled to withdraw and pay to itself the amount of such reimbursement
     and payment) for all Workout-Delayed Reimbursement Amounts in each
     Collection Period (and it is again hereby acknowledged that, for purposes
     of "Late Collections" in subsection 3.05(a)(I), funds received on the
     related Mortgage Loan shall be applied in accordance with the terms of the
     applicable modification even though such application may result in an
     Advance continuing to be outstanding when the Borrower is current in its
     payments under the terms of the Mortgage Loan as modified); provided,
     however, that the aggregate amount (for all such Persons collectively) of
     such reimbursements and payments from amounts advanced or collected on the
     Mortgage Pool in such Collection Period shall not exceed (and the
     reimbursement and payment shall be made from) the aggregate principal
     portions of P&I Advances and principal collections and recoveries on the
     Mortgage Pool for such Collection Period contemplated by clauses (i)
     through (v) of the definition of "Unadjusted Principal Distribution
     Amount", net of the aggregate deduction amounts for (x) Special Servicing
     Fees, Liquidation Fees and/or Advance Interest with respect to Pooled
     Mortgage Loans or REO Properties that were paid hereunder from a source
     other than related Default Charges during the related Collection Period, as
     described by clause (II)(A) of the definition of "Principal Distribution
     Amount", and (y) Nonrecoverable Advances (and accrued and unpaid Advance
     Interest thereon) that were reimbursed or paid during the related
     Collection Period from principal collections on the Mortgage Pool, as
     described by clause (II)(C) of the definition of "Principal Distribution
     Amount" and pursuant to subsection (iv) of this Section 3.05(a)(II). As and
     to the extent provided in clause (II)(B) of the definition thereof, the
     Principal Distribution Amount for the Distribution Date related to such
     Collection Period shall be reduced to the extent that such payment or
     reimbursement of a Workout-Delayed Reimbursement Amount is made from
     aggregate principal collections pursuant to the preceding sentence.

               Any collections (as applied under Section 1.03) received on or in
     respect of the Pooled Mortgage Loans during a Collection Period that, in
     each case, represents a delinquent amount as to which an Advance had


                                      -130-



     been made, which Advance was previously reimbursed during the Collection
     Period for a prior Distribution Date as part of a Workout-Delayed
     Reimbursement Amount, shall be added to and constitute a part of the
     Principal Distribution Amount for the related Distribution Date (pursuant
     to clause (I)(B) of the definition of "Principal Distribution Amount") to
     the extent of all Workout-Delayed Reimbursement Amounts on or in respect of
     such respective Mortgage Loan that were reimbursed from collections of
     principal on the Mortgage Pool in all prior Collection Periods pursuant to
     the preceding paragraph.

               The Certificate Administrator (and, with respect to Advances made
     by a Master Servicer, the Trustee or any Fiscal Agent) shall be entitled to
     rely conclusively upon any direction or notice received from either Master
     Servicer in connection with any determination made by such Master Servicer
     pursuant to the foregoing provisions of this Section 3.05(a)(II)(iii) and
     shall not be obligated to independently verify, monitor or oversee any such
     determination.

               (iv) Sole Option to Abstain from Reimbursements of Certain
     Nonrecoverable Advances. To the extent that Section 3.05(a)(I) (as
     construed without regard to this subsection (iv)) otherwise entitles a
     Master Servicer, a Special Servicer or the Trustee to reimbursement for any
     Nonrecoverable Advance (or payment of Advance Interest thereon from a
     source other than Default Charges on the related Mortgage Loan) during any
     Collection Period, then, notwithstanding any contrary provision of
     subsection (I) above, (a) to the extent that one or more such
     reimbursements and payments of Nonrecoverable Advances (and such Advance
     Interest thereon) are made, they shall be made, first, from the aggregate
     principal portions of P&I Advances and principal collections and recoveries
     on the Mortgage Pool for such Collection Period contemplated by clauses (i)
     through (v) of the definition of "Unadjusted Principal Distribution
     Amount", net of the aggregate deduction amounts for Special Servicing Fees,
     Liquidation Fees and/or Advance Interest with respect to Pooled Mortgage
     Loans or REO Properties that were paid hereunder from a source other than
     related Default Charges during the related Collection Period, as described
     by clause (II)(A) of the definition of "Principal Distribution Amount", and
     then from other amounts advanced or collected on the Mortgage Pool for such
     Collection Period; provided that, except in extraordinary circumstances,
     such Master Servicer, such Special Servicer or the Trustee, as applicable,
     shall provide each of S&P and Fitch with at least 15 days notice before any
     reimbursement shall be made of a Nonrecoverable Advance (or payment of
     Advance Interest thereon from a source other than Default Charges on the
     related Mortgage Loan) from such other amounts advanced or collected on the
     Mortgage Pool for such Collection Period, and (b) if and to the extent that
     the amount of such a Nonrecoverable Advance (and Advance Interest thereon),
     together with all Nonrecoverable Advances (and Advance Interest thereon)
     theretofore reimbursed during such Collection Period, would exceed the
     aggregate principal portions of P&I Advances and principal collections and
     recoveries on the Mortgage Pool for such Collection Period contemplated by
     clauses (i) through (v) of the definition of "Unadjusted Principal
     Distribution Amount", net of the aggregate deduction amounts for such
     Special Servicing Fees, Liquidation Fees and/or Advance Interest described
     by clause (II)(A) of the definition of "Principal Distribution Amount",
     such Master Servicer, such Special Servicer and/or the Trustee, as
     applicable, if it made the relevant Advance) is hereby authorized (but
     shall not be construed to have any obligation whatsoever), if it elects at
     its sole option, to abstain from reimbursing itself or obtaining
     reimbursement (notwithstanding that it is entitled to such reimbursement)
     during that Collection Period for all or a portion of such Nonrecoverable
     Advance (and Advance Interest thereon), provided that the aggregate amount
     that is the subject of the exercise of such option with respect to all
     Nonrecoverable Advances (and Advance Interest thereon) with respect to all
     Mortgage Loans for any particular Collection Period is less than or equal
     to such excess described above in this clause (b). If a Master Servicer (or
     the Trustee, as applicable) makes such an election at its sole option to
     defer reimbursement with respect to all or a portion of a Nonrecoverable
     Advance (and Advance Interest thereon), then such Nonrecoverable Advance
     (and Advance Interest thereon) or portion thereof shall continue to be
     fully reimbursable in any subsequent Collection Period. In connection with
     a potential election by a Master Servicer (or the Trustee, as applicable)
     to abstain from the reimbursement of a particular Nonrecoverable Advance or
     portion thereof during the Collection Period for any Distribution Date,
     each Master Servicer (or the Trustee, as applicable) shall further be
     authorized to wait for principal collections to be received before making
     its


                                      -131-



     determination of whether to abstain from the reimbursement of a particular
     Nonrecoverable Advance or portion thereof.

               Any collections (as applied under Section 1.03) received on the
     Pooled Mortgage Loans during a Collection Period that, in each case,
     represents a recovery of an amount determined in a prior Collection Period
     to have been a Nonrecoverable Advance shall be added to and constitute a
     part of the Principal Distribution Amount for the related Distribution Date
     (pursuant to clause (I)(C) of the definition of "Principal Distribution
     Amount") to the extent of all Nonrecoverable Advances on such respective
     Mortgage Loan that were reimbursed from collections of principal on the
     Mortgage Pool in all prior Collection Periods pursuant to the preceding
     paragraph.

               None of the Master Servicer or the Trustee shall have any
     liability whatsoever for making an election, or refraining from making an
     election, that is authorized under this subsection (II)(iv). The foregoing
     shall not, however, be construed to limit any liability that may otherwise
     be imposed on such Person for any failure by such Person to comply with the
     conditions to making such an election under this subsection (II)(iv) or to
     comply with the terms of this subsection (II)(iv) and the other provisions
     of this Agreement that apply once such an election, if any, has been made.

               Any election by a Master Servicer (or the Trustee, as applicable)
     to abstain from reimbursing itself for any Nonrecoverable Advance (and
     Advance Interest thereon) or portion thereof with respect to any Collection
     Period shall not be construed to impose on such Master Servicer (or the
     Trustee, as applicable) any obligation to make such an election (or any
     entitlement in favor of any Certificateholder or any other Person to such
     an election) with respect to any subsequent Collection Period or to
     constitute a waiver or limitation on the right of such Master Servicer (or
     the Trustee, as applicable) to otherwise be reimbursed for such
     Nonrecoverable Advance (and Advance Interest thereon). Any such election by
     one of the Master Servicers or the Trustee shall not be construed to impose
     any duty on any other such party to make such an election (or any
     entitlement in favor of any Certificateholder or any other Person to such
     an election). Any such election by any such party to abstain from
     reimbursing itself or obtaining reimbursement for any Nonrecoverable
     Advance or portion thereof with respect to any one or more Collection
     Periods shall not limit the accrual of Advance Interest on such
     Nonrecoverable Advance for the period prior to the actual reimbursement of
     such Nonrecoverable Advance. None of the Master Servicers, the Trustee or
     the other parties to this Agreement shall have any liability to one another
     or to any of the Certificateholders or any of the Non-Pooled Mortgage Loan
     Noteholders for any such election that such party makes as contemplated by
     this subsection or for any losses, damages or other adverse economic or
     other effects that may arise from such an election. The foregoing
     statements in this paragraph shall not limit the generality of the
     statements made in the immediately preceding paragraph.

               The Certificate Administrator (and, with respect to Advances made
     by a Master Servicer and the Trustee) shall be entitled to rely
     conclusively upon any direction or notice received from either Master
     Servicer in connection with any determination made by such Master Servicer
     pursuant to the foregoing provisions of this Section 3.05(a)(II)(iv) and
     shall not be obligated to independently verify, monitor or oversee any such
     determination.

               (v) Deferral is Not Subordination. No determination by a Master
     Servicer (or the Trustee, as applicable) to exercise its sole option to
     defer the reimbursement of Advances and/or Advance Interest under
     subsection (iv) shall be construed as an agreement by such Master Servicer
     (or the Trustee, as applicable) to subordinate (in respect of realizing
     losses), to any Class of Certificates, such party's right to such
     reimbursement during such period of deferral.


                                      -132-



          (b) The Certificate Administrator shall, from time to time, make
withdrawals from the Distribution Account for each of the following purposes
(the order set forth below not constituting an order of priority for such
withdrawals):

               (i) to make distributions to Certificateholders on each
     Distribution Date pursuant to Section 4.01;

               (ii) to transfer Interest Reserve Amounts in respect of the
     Interest Reserve Loans to the Interest Reserve Account as and when required
     by Section 3.04(c);

               (iii) to pay itself, the Tax Administrator, either Master
     Servicer, either Primary Servicer, any Special Servicer, the Depositor, the
     Trustee 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 Section 6.03, Section 7.01(b), Section 8.05 or Section
     8.13, as applicable, if and to the extent such amounts are not payable out
     of a Collection Account pursuant to Section 3.05;

               (iv) to pay any and all federal, state and local taxes imposed on
     any REMIC Pool or on the assets or transactions of any REMIC Pool, together
     with all incidental costs and expenses, and any and all expenses relating
     to tax audits, if and to the extent that either (A) none of the parties
     hereto are liable therefor pursuant to Section 10.01(b) and/or Section
     10.01(f) or (B) any such Person that may be so liable has failed to timely
     make the required payment;

               (v) to pay for the cost of the Opinions of Counsel as
     contemplated by Section 12.01(a) or Section 12.01(c) in connection with any
     amendment to this Agreement requested by the Trustee which amendment is in
     furtherance of the rights and interests of Certificateholders;

               (vi) to pay itself Net Investment Earnings earned on funds in the
     Distribution Account for each Collection Period;

               (vii) to pay for the cost of recording this Agreement pursuant to
     Section 12.02(a);

               (viii) to pay to any party hereto any amounts deposited or
     remitted by such Person for deposit into the Distribution Account in error;
     and

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

          (c) On the Master Servicer Remittance Date in March of each year
(commencing in March 2007), and in any event on the Master Servicer Remittance
Date that occurs in the same calendar month as the Final Distribution Date, the
Certificate Administrator shall withdraw from the Interest Reserve Account and
deposit in the Distribution Account all Interest Reserve Amounts in respect of
the Interest Reserve Loans then on deposit in the Interest Reserve Account. In
addition, the Certificate Administrator shall, from time to time, make
withdrawals from the Interest Reserve Account to pay itself interest or other
income earned on deposits in the Interest Reserve Account, in accordance with
Section 3.06(b) (but only to the extent of the Net Investment Earnings, if any,
with respect to the Interest Reserve Account for each Collection Period).

          (d) On the Business Day prior to each Distribution Date, the
Certificate Administrator shall withdraw from the Excess Liquidation Proceeds
Account and deposit in the Distribution Account, for distribution on such
Distribution Date, an amount equal to the lesser of (i) the entire amount of
Excess Liquidation Proceeds, if any, then on deposit in the Excess Liquidation
Proceeds Account and (ii) the excess, if any, of the aggregate amount
distributable on such Distribution Date pursuant to Section 4.01(a), over the
Available Distribution Amount for such Distribution Date (calculated without
regard to such transfer from the Excess Liquidation Proceeds Account to the
Distribution Account);


                                      -133-



provided that on the Business Day prior to the Final Distribution Date, the
Certificate Administrator shall withdraw from the Excess Liquidation Proceeds
Account and deposit in the Distribution Account, for distribution on such
Distribution Date, any and all Excess Liquidation Proceeds then on deposit in
the Excess Liquidation Proceeds Account. In addition, the Certificate
Administrator shall, from time to time, make withdrawals from the Excess
Liquidation Proceeds Account to pay itself interest or other income earned on
deposits in the Excess Liquidation Proceeds Account, in accordance with Section
3.06(b) (but only to the extent of the Net Investment Earnings, if any, with
respect to the Excess Liquidation Proceeds Account for each Collection Period).

          (e) The Certificate Administrator, the Trustee, the Depositor, each
Master Servicer, each Primary Servicer and the Special Servicer, as applicable,
shall in all cases have a right prior to the Certificateholders to any
particular funds on deposit in the Collection Accounts and the Distribution
Account from time to time for the reimbursement or payment of compensation,
Advances (with interest thereon at the Reimbursement Rate) and their respective
expenses hereunder, but only if and to the extent such compensation, Advances
(with such interest) and expenses are to be reimbursed or paid from such
particular funds on deposit in such Collection Account or the Distribution
Account pursuant to the express terms of this Agreement.

          (f) The applicable Master Servicer may, from time to time, make
withdrawals from the Companion Note Custodial Account for any of the following
purposes (the order set forth below not constituting an order of priority for
such withdrawals):

               (i) to remit to the applicable Serviced Non-Pooled Pari Passu
     Companion Loan Noteholder the amounts to which the applicable Serviced
     Non-Pooled Pari Passu Companion Loan Noteholder is entitled in accordance
     with the last paragraph of this Section 3.05(f), as and when required by
     such paragraph;

               (ii) to pay to itself earned and unpaid Master Servicing Fees in
     respect of the related Serviced Non-Pooled Pari Passu Companion Loan or any
     successor REO Mortgage Loan with respect thereto;

               (iii) to pay to the applicable Special Servicer earned and unpaid
     Special Servicing Fees in respect of the related Serviced Non-Pooled Pari
     Passu Companion Loan or any successor REO Mortgage Loan with respect
     thereto;

               (iv) to pay the applicable Special Servicer (or, if applicable,
     any predecessor thereto) earned and unpaid Workout Fees and Liquidation
     Fees to which it is entitled with respect to the related Serviced
     Non-Pooled Pari Passu Companion Loan or any successor REO Mortgage Loan
     with respect thereto pursuant to, and from the sources contemplated by, the
     second and third paragraphs of Section 3.11(c);

               (v) to pay the applicable Special Servicer (or, if applicable,
     any predecessor thereto) any earned and unpaid Workout Fees and Liquidation
     Fees to which it is entitled with respect to the related Serviced
     Non-Pooled Pari Passu Companion Loan or any successor REO Mortgage Loan
     with respect thereto, but which is payable out of amounts collected on or
     with respect to the related Serviced Non-Pooled Pari Passu Companion Loan
     or any successor REO Mortgage Loan with respect thereto, pursuant to the
     second and third paragraphs of Section 3.11(c);

               (vi) to reimburse itself, the applicable Special Servicer or the
     Trustee, as applicable, for any unreimbursed Servicing Advances made
     thereby (in each case, with its own funds) with respect to the related
     Serviced Mortgage Loan Group or any related REO Property (but only to the
     extent that either amounts are on deposit in the Collection Account and
     such Companion Note Custodial Account collectively that represent
     collections of amounts that were the subject of such Servicing Advances or
     such Servicing Advances have been determined to constitute Nonrecoverable
     Advances);

               (vii) to pay itself, the applicable Special Servicer or the
     Trustee, as applicable, any Advance Interest then due and owing to such
     Person with respect to any Servicing Advance made by such Person (out of
     its


                                      -134-



     own funds) with respect to the related Serviced Mortgage Loan Group or any
     successor REO Mortgage Loan with respect thereto (but only to the extent
     that the related Advance has been or is being reimbursed and the related
     Default Charges available therefor are not sufficient to make such payment
     of Advance Interest);

               (viii) to pay itself any items of Additional Master Servicing
     Compensation, and to pay to the applicable Special Servicer any items of
     Additional Special Servicing Compensation, in each case on deposit in such
     Companion Note Custodial Account from time to time;

               (ix) to pay any unpaid Liquidation Expenses incurred with respect
     to the related Serviced Mortgage Loan Group or any related REO Property
     (but only to the extent that amounts specifically allocable to such purpose
     have not been deposited in the applicable Collection Account);

               (x) to pay, in accordance with Section 3.11(i), certain servicing
     expenses with respect to the related Serviced Mortgage Loan Group or any
     related REO Property, which expenses would, if advanced, constitute
     Nonrecoverable Servicing Advances (but only to the extent that amounts
     specifically allocable to such purpose have not been deposited in the
     applicable Collection Account);

               (xi) to pay any costs and expenses incurred by the Trust pursuant
     to Section 3.09(c) (other than the costs of environmental testing, which
     are to be covered by, and reimbursable as, a Servicing Advance) with
     respect to the related Serviced Mortgage Loan Group or any related REO
     Property (but only to the extent that amounts specifically allocable to
     such purpose have not been deposited in the applicable Collection Account);

               (xii) to pay itself, the applicable Special Servicer, the
     Depositor, the Trustee, 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 Section 6.03, Section 7.01(b),
     Section 8.05(b), or Section 8.13, as applicable, in connection with the
     related Serviced Mortgage Loan Group or any related REO Property (but only
     to the extent that amounts specifically allocable to such purpose have not
     been deposited in the applicable Collection Account);

               (xiii) to pay to itself, the applicable Special Servicer, the
     Trustee or the Depositor, as the case may be, any amount specifically
     required to be paid to such Person at the expense of the related Serviced
     Non-Pooled Pari Passu Companion Loan Noteholder under any provision of this
     Agreement or the related Mortgage Loan Group Intercreditor Agreement to
     which reference is not made in any other clause of this Section 3.05(f), it
     being acknowledged that this clause (xiii) shall not be construed to modify
     any limitation otherwise set forth in this Agreement on the time at which
     any Person is entitled to payment or reimbursement of any amount or the
     funds from which any such payment or reimbursement is permitted to be made;

               (xiv) to withdraw any amount and pay to the Person entitled
     thereto any amount deposited in such Companion Note Custodial Account in
     error; and

               (xv) to clear and terminate such Companion Note Custodial Account
     at the termination of this Agreement pursuant to Section 9.01 or at such
     time as the related Serviced Mortgage Loan Group or any related REO
     Property is no longer serviced hereunder;

provided, however, that in connection with any expense, cost, reimbursement or
other amount otherwise permitted to be withdrawn from a Companion Note Custodial
Account pursuant to clause (vi) (relating to Servicing Advances), clause (vii)
(relating to Advance Interest on Servicing Advances), clause (ix) (relating to
Liquidation Expenses), clause (x) (relating to Nonrecoverable Servicing
Advances), clause (xi) (relating to certain environmental expenses) or clause
(xii) (relating to certain indemnification and similar expenses), such payment
shall be made, first, from any amounts in the related Subordinate Note Custodial
Account (if any) and, then, from other collections with respect to the related
Serviced Mortgage Loan Group on deposit in the relevant Collection Account and
all related Companion Note Custodial Account(s) (withdrawals from those accounts
to be made pro rata according to the related Mortgage Loan Group


                                     -135-



Intercreditor Agreement and based on the respective outstanding principal
balances of the related Pooled Mortgage Loan and related Serviced Non-Pooled
Pari Passu Companion Loan).

          Notwithstanding any contrary provision above, any reimbursements of
Servicing Advances out of such Companion Note Custodial Account shall be made
(to the extent of their respective entitlements to such reimbursements and/or
payments): first, to the Trustee; second, to the Special Servicer; and third, to
the applicable Master Servicer.

          The applicable Master Servicer shall pay to the applicable Special
Servicer from the related Companion Note Custodial Account amounts permitted to
be paid to the applicable Special Servicer therefrom in respect of Special
Servicing Fees, Workout Fees or otherwise, such payment (other than a payment of
Special Servicing Fees and other than a payment of Workout Fees arising from
collections other than the initial collection on a Corrected Mortgage Loan) to
be based upon a written statement of the applicable Special Servicer describing
the item and amount to which the Special Servicer is entitled. The applicable
Master Servicer may rely conclusively on any such certificate and shall have no
duty to re-calculate the amounts stated therein.

          The Trustee, the Depositor, the applicable Master Servicer and the
Special Servicer shall in all cases have a right prior to the related Serviced
Non-Pooled Pari Passu Companion Loan Noteholder to any particular funds on
deposit in a Companion Note Custodial Account from time to time for the
reimbursement or payment of compensation, Servicing Advances (with interest
thereon at the Reimbursement Rate) and their respective expenses hereunder, but
only if and to the extent such compensation, Servicing Advances (with interest)
and expenses are to be reimbursed or paid from such funds on deposit in such
Companion Note Custodial Account pursuant to the express terms of this Agreement
and/or the related Mortgage Loan Group Intercreditor Agreement.

          The applicable Master Servicer shall withdraw from the Companion Note
Custodial Account and pay to the related Serviced Non-Pooled Pari Passu
Companion Loan Noteholder (in accordance with such Person's written
instructions) all amounts received on or with respect to the related Serviced
Non-Pooled Pari Passu Companion Loan or any successor REO Mortgage Loan with
respect thereto that are deposited in such Companion Note Custodial Account
(exclusive of any portion of those amounts which the applicable Master Servicer
has actual knowledge are then payable or reimbursable to any Person pursuant to
any of clauses (ii) through (xiii) of the first paragraph of this Section
3.05(f)) on the Business Day following the applicable Master Servicer's receipt
of such amounts.

          (g) The applicable Master Servicer may, from time to time, make
withdrawals from each Subordinate Note Custodial Account for any of the
following purposes (the order set forth below not constituting an order of
priority for such withdrawals):

               (i) to remit to the applicable Serviced Non-Pooled Subordinate
     Noteholder the amounts to which the applicable Serviced Non-Pooled
     Subordinate Noteholder is entitled in accordance with the last paragraph of
     this Section 3.05(g), as and when required by such paragraph;

               (ii) to pay to itself earned and unpaid Master Servicing Fees in
     respect of the related Serviced Non-Pooled Subordinate Loan or any
     successor REO Mortgage Loan with respect thereto;

               (iii) to pay to the applicable Special Servicer earned and unpaid
     Special Servicing Fees in respect of the related Serviced Non-Pooled
     Subordinate Loan or any successor REO Mortgage Loan with respect thereto;

               (iv) to pay the applicable Special Servicer (or, if applicable,
     any predecessor thereto) earned and unpaid Workout Fees and Liquidation
     Fees to which it is entitled with respect to the related Serviced
     Non-Pooled Subordinate Loan or any successor REO Mortgage Loan with respect
     thereto pursuant to, and from the sources contemplated by, the second and
     third paragraphs of Section 3.11(c);


                                      -136-



               (v) to pay the applicable Special Servicer (or, if applicable,
     any predecessor thereto) any earned and unpaid Workout Fees and Liquidation
     Fees to which it is entitled with respect to the related Serviced
     Non-Pooled Subordinate Loan or any successor REO Mortgage Loan with respect
     thereto, but which is payable out of amounts collected on or with respect
     to the related Serviced Non-Pooled Subordinate Loan or any successor REO
     Mortgage Loan with respect thereto, pursuant to the second and third
     paragraphs of Section 3.11(c);

               (vi) to reimburse itself, the applicable Special Servicer or the
     Trustee, as applicable, for any unreimbursed Servicing Advances made
     thereby (in each case, with its own funds) with respect to the related
     Serviced Mortgage Loan Group or any related REO Property (but only to the
     extent that amounts specifically allocable to such purpose have not been
     deposited in the applicable Collection Account);

               (vii) to pay itself, the applicable Special Servicer or the
     Trustee, as applicable, any Advance Interest then due and owing to such
     Person with respect to any Servicing Advance made by such Person (out of
     its own funds) with respect to the related Serviced Mortgage Loan Group or
     any successor REO Mortgage Loan with respect thereto;

               (viii) to pay itself any items of Additional Master Servicing
     Compensation, and to pay to the applicable Special Servicer any items of
     Additional Special Servicing Compensation with respect to the related
     Serviced Mortgage Loan Group, in each case on deposit in such Subordinate
     Note Custodial Account from time to time;

               (ix) to pay any unpaid Liquidation Expenses incurred with respect
     to the related Serviced Mortgage Loan Group or any related REO Property
     (but only to the extent that amounts specifically allocable to such purpose
     have not been deposited in the applicable Collection Account);

               (x) to pay, in accordance with Section 3.11(i), certain servicing
     expenses with respect to the related Serviced Mortgage Loan Group or any
     related REO Property, which expenses would, if advanced, constitute
     Nonrecoverable Servicing Advances (but only to the extent that amounts
     specifically allocable to such purpose have not been deposited in the
     applicable Collection Account);

               (xi) to pay any costs and expenses incurred by the Trust pursuant
     to Section 3.09(c) (other than the costs of environmental testing, which
     are to be covered by, and reimbursable as, a Servicing Advance) with
     respect to the related Serviced Mortgage Loan Group or any related REO
     Property (but only to the extent that amounts specifically allocable to
     such purpose have not been deposited in the applicable Collection Account);

               (xii) to pay itself, the applicable Special Servicer, the
     Depositor, the Trustee, 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 Section 6.03, Section 7.01(b),
     Section 8.05(b), or Section 8.13, as applicable, in connection with the
     related Serviced Mortgage Loan Group or any related REO Property (but only
     to the extent that amounts specifically allocable to such purpose have not
     been deposited in the applicable Collection Account);

               (xiii) to pay to itself, the applicable Special Servicer, the
     Trustee or the Depositor, as the case may be, any amount specifically
     required to be paid to such Person at the expense of the related Serviced
     Non-Pooled Subordinate Noteholder under any provision of this Agreement or
     the related Mortgage Loan Group Intercreditor Agreement to which reference
     is not made in any other clause of this Section 3.05(g), it being
     acknowledged that this clause (xiii) shall not be construed to modify any
     limitation otherwise set forth in this Agreement on the time at which any
     Person is entitled to payment or reimbursement of any amount or the funds
     from which any such payment or reimbursement is permitted to be made;


                                      -137-



               (xiv) to withdraw any amount and pay to the Person entitled
     thereto any amount deposited in such Subordinate Note Custodial Account in
     error; and

               (xv) to clear and terminate such Subordinate Note Custodial
     Account at the termination of this Agreement pursuant to Section 9.01 or at
     such time as the related Serviced Mortgage Loan Group or any related REO
     Property is no longer serviced hereunder.

provided, however, that in connection with any expense, cost, reimbursement or
other amount otherwise permitted to be withdrawn from a Subordinate Note
Custodial Account pursuant to clause (vi) (relating to Servicing Advances),
clause (vii) (relating to Advance Interest on Servicing Advances), clause (ix)
(relating to Liquidation Expenses), clause (x) (relating to Nonrecoverable
Servicing Advances), clause (xi) (relating to certain environmental expenses) or
clause (xii) (relating to certain indemnification and similar expenses), if
amounts on deposit in such Subordinate Note Custodial Account at any particular
time are insufficient to satisfy such payment or reimbursement, such payment or
reimbursement shall be made from collections with respect to the related
Serviced Mortgage Loan Group on deposit in the relevant Collection Account and
the related Companion Note Custodial Account (if any) (withdrawals from those
accounts to be made pro rata according to the related Mortgage Loan Group
Intercreditor Agreement and based on the respective outstanding principal
balances of the related Pooled Mortgage Loan and the related Non-Pooled Mortgage
Loan), but, to the extent that the amount is so paid from the relevant
Collection Account and/or Companion Note Custodial Account and funds that would
otherwise have been available in the Subordinate Note Custodial Account and used
to pay such amount are subsequently collected or recovered, then such funds
shall be deposited into such Collection Account and/or Companion Note Custodial
Account.

          Notwithstanding any contrary provision above, any reimbursements of
Servicing Advances out of such Subordinate Note Custodial Account shall be made
(to the extent of their respective entitlements to such reimbursements and/or
payments): first, to the Trustee; second, to the applicable Special Servicer;
and third, to the applicable Master Servicer.

          The applicable Master Servicer shall pay to the applicable Special
Servicer from the related Subordinate Note Custodial Account amounts permitted
to be paid to the applicable Special Servicer therefrom in respect of Special
Servicing Fees, Workout Fees or otherwise, such payment (other than a payment of
Special Servicing Fees and other than a payment of Workout Fees arising from
collections other than the initial collection on a Corrected Mortgage Loan) to
be based upon a written statement of the applicable Special Servicer describing
the item and amount to which the applicable Special Servicer is entitled. The
applicable Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein.

          The Trustee, the Depositor, the applicable Master Servicer and the
applicable Special Servicer shall in all cases have a right prior to the related
Serviced Non-Pooled Subordinate Noteholder to any particular funds on deposit in
a Subordinate Note Custodial Account from time to time for the reimbursement or
payment of compensation, Servicing Advances (with interest thereon at the
Reimbursement Rate) and their respective expenses hereunder, but only if and to
the extent such compensation, Servicing Advances (with interest) and expenses
are to be reimbursed or paid from such funds on deposit in such Subordinate Note
Custodial Account pursuant to the express terms of this Agreement and/or the
related Mortgage Loan Group Intercreditor Agreement.

          The applicable Master Servicer shall withdraw from the applicable
Subordinate Note Custodial Account and pay to the related Serviced Non-Pooled
Subordinate Noteholder (in accordance with such Person's written instructions)
all amounts received on or with respect to the related Serviced Non-Pooled
Subordinate Loan or any successor REO Mortgage Loan with respect thereto that
are deposited in such Subordinate Note Custodial Account (exclusive of any
portion of those amounts which the applicable Master Servicer has actual
knowledge are then payable or reimbursable to any Person pursuant to any of
clauses (ii) through (xiii) of the first paragraph of this Section 3.05(g)) on
the Business Day following the applicable Master Servicer's receipt of such
amounts.


                                      -138-



          SECTION 3.06. Investment of Funds in the Accounts.

          (a) Each applicable Master Servicer may direct (pursuant to a standing
order or otherwise) any depositary institution (including the Certificate
Administrator) that holds its Collection Account or any Companion Note Custodial
Account, Subordinate Note Custodial Account, Servicing Account or Reserve
Account maintained by it, the applicable Special Servicer may direct (pursuant
to a standing order or otherwise) any depositary institution (including the
Certificate Administrator) that holds the REO Account, and the Certificate
Administrator may direct (pursuant to a standing order or otherwise) any
depositary institution that holds the Distribution Account, the Interest Reserve
Account or the Excess Liquidation Proceeds Account to invest, or if any of the
Master Servicers, the Special Servicers or the Certificate Administrator, as
appropriate, is such depositary institution, such Master Servicer, such Special
Servicer or the Certificate Administrator, as the case may be, may invest
itself, the funds held therein in (but only in) one or more Permitted
Investments bearing interest or sold at a discount, and maturing, unless payable
on demand, no later than the Business Day immediately preceding the next
succeeding date on which such funds are required to be withdrawn from such
Investment Account pursuant to this Agreement or the related Mortgage Loan
Documents, as applicable, or with respect to Permitted Investments of funds held
in the Distribution Account, no later than 11:00 a.m., New York City time, on
the next succeeding Distribution Date; provided that any such investment of
funds in any Servicing Account or Reserve Account shall be subject to applicable
law and the terms of the related Mortgage Loan Documents; and provided, further,
that the funds in any Investment Account shall remain uninvested unless and
until the applicable Master Servicer, the applicable Special Servicer or the
Certificate Administrator, as appropriate, gives timely investment instructions
with respect thereto pursuant to or as contemplated by this Section 3.06. 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). Each applicable Master Servicer (with
respect to Permitted Investments of amounts in its Collection Account or any
Companion Note Custodial Account, Subordinate Note Custodial Account, Servicing
Account or Reserve Account maintained by it), the applicable Special Servicer
(with respect to Permitted Investments of amounts in the REO Account), and the
Certificate Administrator (with respect to Permitted Investments of amounts in
the Distribution Account, the Interest Reserve Account or the Excess Liquidation
Proceeds Account) acting on behalf of the Trustee, shall (and Trustee hereby
designates the applicable Master Servicer, the Special Servicer or the
Certificate Administrator, as the case may be, as the Person that shall) (i) be
the "entitlement holder" of any Permitted Investment that is a "security
entitlement" and (ii) maintain "control" of any Permitted Investment that is
either a "certificated security" or an "uncertificated security". For purposes
of this Section 3.06(a), the terms "entitlement holder", "security entitlement",
"control", "certificated security" and "uncertificated security" shall have the
meanings given such terms in Revised Article 8 (1994 Revision) of the UCC, and
"control" of any Permitted Investment by a Master Servicer, a Special Servicer
or the Certificate Administrator shall constitute "control" by a Person
designated by, and acting on behalf of, the Trustee for purposes of Revised
Article 8 (1994 Revision) of the UCC. If amounts on deposit in an Investment
Account are at any time invested in a Permitted Investment payable on demand,
the party hereunder that maintains such Investment Account (whether it is a
Master Servicer, a Special Servicer or the Certificate Administrator), shall:

          (x)  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
               at least equal to the lesser of (1) all amounts then payable
               thereunder and (2) the amount required to be withdrawn on such
               date; and

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

          (b) Whether or not a Master Servicer directs the investment of funds
in any Investment Account (other than a Servicing Account or Reserve Account)
maintained by it, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for such
Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of such Master Servicer and shall be subject to its withdrawal
in accordance with Section 3.05. Whether or not a Master Servicer directs the
investment of funds in any Servicing Account


                                      -139-



or Reserve Account maintained by it, interest and investment income realized on
funds deposited therein, to the extent of the Net Investment Earnings, if any,
for such Investment Account for each Collection Period, and subject to the
requirements of applicable law or the terms of the related Serviced Mortgage
Loan(s) regarding the payment of such interest and investment income to the
related Borrower, shall be for the sole and exclusive benefit of such Master
Servicer and shall be subject to withdrawal from time to time in accordance with
Section 3.03. Whether or not a Special Servicer directs the investment of funds
in the REO Account, interest and investment income realized on funds deposited
therein, to the extent of the Net Investment Earnings, if any, for such
Investment Account for each Collection Period, shall be for the sole and
exclusive benefit of such Special Servicer and shall be subject to its
withdrawal in accordance with Section 3.16(b). Whether or not the Certificate
Administrator directs the investment of funds in the Distribution Account, the
Interest Reserve Account or the Excess Liquidation Proceeds Account, interest
and investment income realized on funds deposited therein, to the extent of the
Net Investment Earnings, if any, for each such Investment Account for each
Collection Period, shall be for the sole and exclusive benefit of the
Certificate Administrator and shall be subject to its withdrawal in accordance
with Section 3.05. If any loss shall be incurred in respect of any Permitted
Investment on deposit in any Investment Account, the party hereunder that
maintains such Investment Account (whether it is a Master Servicer, a Special
Servicer or the Certificate Administrator), shall promptly deposit therein from
its own funds, without right of reimbursement, no later than the end of the
Collection Period during which such loss was incurred, the amount of the Net
Investment Loss, if any, in respect of such Investment Account for such
Collection Period (except, in the case of any such loss with respect to a
Servicing Account or Reserve Account, to the extent the loss amounts were
invested for the benefit of a Borrower under the terms of a Serviced Mortgage
Loan or applicable law).

          (c) Except as otherwise expressly provided in this Agreement, if any
default occurs in the making of any payment due (or in any other performance
required) under any Permitted Investment of funds on deposit in any Investment
Account, and if the party hereunder that maintains such Investment Account
(whether it is a Master Servicer, a Special Servicer or the Certificate
Administrator) is in default of its obligations under or contemplated by Section
3.06(b), the Trustee may (and, subject to Section 8.02, upon the request of (i)
Holders of Certificates entitled to not less than 25% of the Voting Rights
allocated to any Class of Interest Only Certificates or Principal Balance
Certificates, (ii) the Controlling Class Representative or (iii) alternatively,
but only if the Permitted Investment involves funds on deposit in a Companion
Note Custodial Account or a Subordinate Note Custodial Account, the related
Serviced Non-Pooled Mortgage Loan Noteholder (it being understood that, for
purposes of this clause (iii), Section 8.02 shall be construed as if references
therein to one or more "Certificateholders" were instead references to such
Serviced Non-Pooled Mortgage Loan Noteholder), the Trustee shall) take such
action as may be appropriate to enforce such payment or performance, including
the institution and prosecution of appropriate legal proceedings. Any costs
incurred by the Trustee in taking any such action shall be reimbursed to it by
the party hereunder that maintains such Investment Account (whether it is a
Master Servicer, a Special Servicer or the Certificate Administrator). This
provision is in no way intended to limit any actions that a Master Servicer, a
Special Servicer or the Certificate Administrator may take in this regard at its
own expense.

          (d) Notwithstanding the investment of funds held in any Investment
Account, for purposes of the calculations hereunder, including the calculation
of the Available Distribution Amount, the Master Servicer Remittance Amounts and
the monthly amounts payable to the respective Serviced Non-Pooled Mortgage Loan
Noteholders, the amounts so invested shall be deemed to remain on deposit in
such Investment Account.

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

          (a) In the case of each Performing Serviced Mortgage Loan, the
applicable Master Servicer shall use reasonable efforts consistent with the
Servicing Standard to cause the related Borrower to maintain (including
identifying the extent to which a Borrower is maintaining insurance coverage
and, if such Borrower does not so maintain, such Master Servicer will itself
cause to be maintained with Qualified Insurers having the Required Claims-Paying
Ratings) for the related Mortgaged Property (x) a fire and casualty extended
coverage insurance policy, which does not provide for reduction due to
depreciation, in an amount that is at least equal to the lesser of (i) the full
replacement cost of improvements securing such Mortgage Loan or (ii) the
outstanding principal balance of such Mortgage Loan, but, in any event, in an
amount sufficient to avoid the application of any co-insurance clause and (y)
all other insurance coverage


                                      -140-



(including but not limited to coverage for damage resulting from acts of
terrorism) as is required or that the lender is entitled to reasonably require,
subject to applicable law, under the related Mortgage Loan Documents; provided
that all of the following conditions and/or limitations shall apply:

               (A) the applicable Master Servicer shall not be required to
     maintain any earthquake or environmental insurance policy on any Mortgaged
     Property securing a Performing Serviced Mortgage Loan unless such insurance
     policy was in effect at the time of the origination of such Mortgage Loan
     pursuant to the terms of the related Mortgage Loan Documents and is
     available at commercially reasonable rates (and if the applicable Master
     Servicer does not cause the Borrower to maintain or does not itself
     maintain such earthquake or environmental insurance policy on any Mortgaged
     Property, the applicable Special Servicer shall have the right, but not the
     duty, to obtain, at the Trust's expense, earthquake or environmental
     insurance on any Mortgaged Property securing a Specially Serviced Mortgage
     Loan or on an Administered REO Property so long as such insurance is
     available at commercially reasonable rates);

               (B) if and to the extent that any Performing Serviced Mortgage
     Loan grants the lender thereunder any discretion (by way of consent,
     approval or otherwise) as to the insurance provider from whom the related
     Borrower is to obtain the requisite insurance coverage, the applicable
     Master Servicer shall (to the extent consistent with the Servicing
     Standard) use efforts consistent with the Servicing Standard to cause the
     related Borrower to obtain the requisite insurance coverage from Qualified
     Insurers that, in each case, have the Required Claims-Paying Ratings at the
     time such insurance coverage is obtained;

               (C) the applicable Master Servicer shall have no obligation
     beyond using its reasonable efforts consistent with the Servicing Standard
     to cause the Borrower under any Performing Serviced Mortgage Loan to
     maintain the insurance required to be maintained or that the lender is
     entitled to reasonably require, subject to applicable law, under the
     related Mortgage Loan Documents;

               (D) in no event shall the applicable Master Servicer be required
     to cause the Borrower under any Performing Serviced Mortgage Loan to
     maintain, or itself obtain, insurance coverage that the applicable Master
     Servicer has determined is either (i) not available at any rate or (ii) not
     available at commercially reasonable rates and the related hazards are not
     at the time commonly insured against at the then-available rates for
     properties similar to the related mortgaged property and located in or
     around the region in which the related Mortgaged Property is located (in
     each case, as determined by the applicable Master Servicer, which shall be
     entitled to rely, at its own expense, on insurance consultants in making
     such determination) (and provided that any such determinations by the
     applicable Master Servicer must be made not less frequently (but need not
     be made more frequently) than annually but in any event shall be made at
     the approximate date on which the applicable Master Servicer receives
     notice of the renewal, replacement or cancellation of coverage);

               (E) the reasonable efforts of the applicable Master Servicer to
     cause the Borrower under any Performing Serviced Mortgage Loan to maintain
     insurance shall be conducted in a manner that takes into account the
     insurance that would then be available to the applicable Master Servicer on
     a force-placed basis; and

               (F) to the extent the applicable Master Servicer itself is
     required to maintain insurance that the Borrower under any Performing
     Serviced Mortgage Loan does not maintain, the applicable Master Servicer
     shall not be required to maintain insurance other than what is available to
     such Master Servicer on a force-placed basis (and this will not be
     construed to modify the other limits set forth in clause (D) above).

          Notwithstanding the limitation set forth in clause (D) above, the
applicable Master Servicer shall, prior to availing itself of any limitation
described in that clause with respect to any Performing Serviced Mortgage Loan
that has a Stated Principal Balance in excess of $2,500,000, obtain the approval
or disapproval of the applicable Special Servicer (and, in connection therewith,
the applicable Special


                                      -141-



Servicer shall be required to comply with any applicable provisions of Section
3.24, 3.27 and/or 3.28, if and as applicable). The applicable Master Servicer
shall be entitled to rely on the determination of the Special Servicer made in
connection with such approval or disapproval. The applicable Special Servicer
shall decide whether to withhold or grant such approval in accordance with the
Servicing Standard. If any such approval has not been expressly denied within
seven Business Days (or in the case of the Serviced Mortgage Loan Groups, such
longer period of time, if any, that is provided in or pursuant to Section 3.24,
3.27 and/or 3.28, if and as applicable) of the applicable Special Servicer's
receipt from the applicable Master Servicer of such Master Servicer's
determination and analysis and all information reasonably requested thereby and
reasonably available to the applicable Master Servicer in order to make an
informed decision, such approval shall be deemed to have been granted.

          The applicable Master Servicer shall notify the applicable Special
Servicer, the Trustee, the Controlling Class Representative and (if a Serviced
Mortgage Loan Group is involved) the related Serviced Non-Pooled Mortgage Loan
Noteholder, if the applicable Master Servicer determines that the Borrower under
any Performing Serviced Mortgage Loan has failed to maintain insurance required
under (or that such Master Servicer has required pursuant to a provision that
entitles the lender to reasonably require insurance under) the related Mortgage
Loan Documents and such failure materially and adversely affects such Mortgage
Loan and/or the interest of the Trust in the related Mortgaged Property or if
the Borrower under any Performing Serviced Mortgage Loan has notified the
applicable Master Servicer in writing that the Borrower does not intend to
maintain such insurance and the applicable Master Servicer has determined that
such failure materially and adversely affects such Mortgage Loan and/or the
interest of the Trust in the related Mortgaged Property.

          Subject to Sections 3.17(b), 3.24, 3.27 and/or 3.28, as applicable,
with respect to each Specially Serviced Mortgage Loan and Administered REO
Property, the applicable Special Servicer shall use reasonable efforts,
consistent with the Servicing Standard, to maintain (and, in the case of
Specially Serviced Mortgage Loans, the applicable Special Servicer shall (x)
direct the applicable Master Servicer to make a Servicing Advance for the costs
associated with coverage that such Special Servicer determines to maintain, in
which case the applicable Master Servicer shall make such Servicing Advance
(subject to Section 3.19(b)), or (y) direct the applicable Master Servicer to
cause such coverage to be maintained under the applicable Master Servicer's
force-place insurance policy, in which case the applicable Master Servicer shall
so cause such coverage to be maintained thereunder to the extent that the
identified coverage is available under the applicable Master Servicer's existing
force-place policy) with Qualified Insurers having the Required Claims-Paying
Ratings (a) a fire and casualty extended coverage insurance policy, which does
not provide for reduction due to depreciation, in an amount that is at least
equal to the lesser of (i) the full replacement cost of improvements securing
such Mortgage Loan or at such REO Property or (ii) the outstanding principal
balance of such Mortgage Loan or the related REO Mortgage Loan, but, in any
event, in an amount sufficient to avoid the application of any co-insurance
clause, (b) a comprehensive general liability insurance policy with coverage
comparable to that which would be required under prudent lending requirements
and in an amount not less than $1 million per occurrence and (c) to the extent
consistent with the Servicing Standard, a business interruption or rental loss
insurance covering revenues or rents for a period of at least twelve (12) months
or, with respect to Mortgage Loans with initial principal balances greater than
$35 million, at least eighteen (18) months, in each case if so required pursuant
to the related Mortgage Loan Documents; provided, however, that neither the
applicable Master Servicer nor the applicable Special Servicer shall be required
in any event to maintain or obtain the insurance coverage otherwise described by
this paragraph beyond what is available at commercially reasonable rates and
consistent with the Servicing Standard.

          All such insurance policies maintained as described above shall
contain (if they insure against loss to property) a "standard" mortgagee clause,
with loss payable to the applicable Master Servicer on behalf of the Trustee, in
the case of insurance maintained in respect of a Serviced Mortgage Loan, or
shall name the Trustee as the insured, with loss payable to the applicable
Special Servicer on behalf of the Trustee, in the case of insurance maintained
in respect of an Administered REO Property. Any amounts collected by a Master
Servicer or a Special Servicer under any such policies (other than amounts to be
applied to the restoration or repair of the related Mortgaged Property or REO
Property or amounts to be released to the related Borrower, in each case in
accordance with the Servicing Standard) shall be deposited in the Collection
Account of the applicable Master Servicer, a related Companion Note Custodial
Account and/or a related Subordinate Note Custodial Account, as appropriate in
accordance with Section 3.04, subject to withdrawal pursuant to Section 3.05, in
the case of amounts received in respect of a Serviced Mortgage Loan, or in the
REO Account of the applicable Special Servicer, subject to withdrawal pursuant
to Section 3.16(c), in the case of amounts received in respect of an
Administered REO Property. Any cost incurred by a Master Servicer or Special
Servicer in


                                      -142-



maintaining any such insurance shall not, for purposes hereof, including
calculating monthly distributions to Certificateholders, be added to unpaid
principal balance or Stated Principal Balance of the related Serviced Mortgage
Loan, notwithstanding that the terms of such Mortgage Loan so permit; provided,
however, that this sentence shall not limit the rights of a Master Servicer or
Special Servicer on behalf of the Trust (and, if applicable, the Serviced
Non-Pooled Mortgage Loan Noteholders) to enforce any obligations of the related
Borrower under such Mortgage Loan. Costs to a Master Servicer or the Special
Servicer of maintaining insurance policies pursuant to this Section 3.07 shall
(subject to Section 3.11(h) and Section 3.19(b)) be paid by, and reimbursable
to, such Master Servicer or Special Servicer, as the case may be, as a Servicing
Advance.

          (b) If (i) a Master Servicer or the Special Servicer shall obtain and
maintain, or cause to be obtained and maintained, a blanket policy or master
force-placed policy insuring against hazard losses on all of the Serviced
Mortgage Loans or Administered REO Properties, as applicable, as to which it is
the applicable Master Servicer or the applicable Special Servicer, as the case
may be, then, to the extent such policy (A) is obtained from a Qualified Insurer
having the Required Claims-Paying Ratings, and (B) provides protection
equivalent to the individual policies otherwise required herein and in the
Mortgage Loan Documents or (ii) a Master Servicer or Special Servicer has
long-term unsecured debt obligations that are rated not lower than "A" by Fitch
and "A" by S&P and such Master Servicer or such Special Servicer, as the case
may be, self-insures for its obligation to maintain, and deposits into its
Collection Account (any such deposit to be deemed to constitute "Insurance
Proceeds") the amount of any loss to the Trust that would have been covered by,
the individual policies otherwise required, such Master Servicer or such Special
Servicer, as the case may be, shall conclusively be deemed to have satisfied its
obligation to cause hazard insurance to be maintained on the related Mortgaged
Properties or REO Properties, as applicable. Such a blanket or master
force-placed policy may contain a deductible clause (not in excess of a
customary amount), in which case the applicable Master Servicer or the
applicable Special Servicer, as the case may be, whichever maintains such
policy, shall, if there shall not have been maintained on any Mortgaged Property
securing a Serviced Mortgage Loan or any Administered REO Property thereunder a
hazard insurance policy complying with the requirements of Section 3.07(a), and
there shall have been one or more losses that would have been covered by such an
individual policy, promptly deposit into the applicable Collection Account (or,
to the extent the loss affects a related Serviced Non-Pooled Mortgage Loan
Noteholder, in the related Companion Note Custodial Account or Subordinate Note
Custodial Account, as applicable) maintained by the applicable Master Servicer,
from its own funds without any right of reimbursement from the Trust, the amount
not otherwise payable under the blanket or master force-placed policy in
connection with such loss or losses because of such deductible clause to the
extent that any such deductible exceeds the deductible limitation that pertained
to the related Serviced Mortgage Loan (or, in the absence of any such deductible
limitation, the deductible limitation for an individual policy which is
consistent with the Servicing Standard). The Master Servicers and the Special
Servicers shall each prepare and present, on behalf of itself, the Trustee and
Certificateholders and, if applicable, the Serviced Non-Pooled Mortgage Loan
Noteholders, claims under any such blanket or master force-placed policy
maintained by it in a timely fashion in accordance with the terms of such
policy.

          (c) With respect to each Performing Serviced Mortgage Loan that is
subject to an Environmental Insurance Policy, if the applicable Master Servicer
(or the applicable Primary Servicer serving on its behalf) has actual knowledge
of any event (an "Insured Environmental Event") giving rise to a claim under an
Environmental Insurance Policy, such Master Servicer shall notify the applicable
Special Servicer to such effect and such Master Servicer shall take reasonable
actions as are in accordance with the Servicing Standard and the terms and
conditions of such Environmental Insurance Policy to make a claim thereunder and
achieve the payment of all amounts to which the Trust is entitled thereunder.
With respect to each Specially Serviced Mortgage Loan and Administered REO
Property that is subject to an Environmental Insurance Policy, if the applicable
Special Servicer has actual knowledge of any event giving rise to a claim under
an Environmental Insurance Policy, such Special Servicer shall take reasonable
actions as are in accordance with the Servicing Standard and the terms and
conditions of such Environmental Insurance Policy to make a claim thereunder and
achieve the payment of all amounts to which the Trust is entitled thereunder.
Any legal fees or other out-of-pocket costs incurred in accordance with the
Servicing Standard in connection with any claim under an Environmental Insurance
Policy described above (whether by the applicable Master Servicer or the
applicable Special Servicer) shall be


                                      -143-



(subject to Section 3.11(h) and Section 3.19(b)) paid by, and reimbursable to,
such Master Servicer or Special Servicer, as the case may be, as a Servicing
Advance.

          (d) The Master Servicers and the Special Servicers shall each at all
times during the term of this Agreement (or, in the case of a Special Servicer,
at all times during the term of this Agreement during which Specially Serviced
Mortgage Loans and/or Administered REO Properties for which it is the applicable
Special Servicer exist as part of the Trust Fund) keep in force with a Qualified
Insurer having the Required Claims-Paying Ratings, a fidelity bond in such form
and amount as are consistent with the Servicing Standard. A Master 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 such Master
Servicer or such 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 a Master
Servicer or Special Servicer are rated not lower than "A" by Fitch and "A" by
S&P, such Master Servicer or Special 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.

          The Master Servicers and the Special Servicers shall each 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 Administered REO Properties exist as part of the Trust
Fund) also keep in force with a Qualified Insurer having the Required
Claims-Paying Ratings, 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.
A Master 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
such Master Servicer or such 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 a Master Servicer or a Special Servicer are rated
not lower than "A" by Fitch and "A" by S&P, such Master Servicer or Special
Servicer 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.

          SECTION 3.08. Enforcement of Alienation Clauses.

          (a) If the provisions of any Serviced Mortgage Loan expressly permits
the assignment of the related Mortgaged Property to, and assumption of such
Mortgage Loan by, another Person upon the satisfaction of specified conditions,
prohibits such an assignment or assumption except upon the satisfaction of
specified conditions or fully prohibits such an assignment and assumption, and
the related Borrower requests approval for such an assignment and assumption or
enters into a transfer of the related Mortgaged Property in violation of the
related Mortgage Loan Documents, or if the provisions of any Mortgage Loan
expressly permits the further encumbrance of the related Mortgaged Property upon
the satisfaction of specified conditions, prohibits such a further encumbrance
except upon the satisfaction of specified conditions or fully prohibits such a
further encumbrance, and the related Borrower requests approval for such a
further encumbrance or enters into a further encumbrance in violation of the
related Mortgage Loan Documents, the applicable Master Servicer (with respect to
a Performing Mortgage Loan) or the applicable Special Servicer (with respect to
a Specially Serviced Mortgage Loan) shall obtain the relevant information and
review and make a determination to either (i) disapprove such request for
approval of an assignment and assumption or further encumbrance (in the case of
a Borrower request for approval thereof) and not waive any violation of the
relevant due-on-sale clause or due-on-encumbrance clause or (ii) if in the best
economic interest of the Trust and, if applicable, any affected Serviced
Non-Pooled Mortgage Loan Noteholder(s) (as a collective whole), approve the
request or waive the effect of the due-on-sale or due-on-encumbrance clause;
provided, however, that all of the following conditions and/or restrictions
shall apply:

               (A) the applicable Master Servicer shall not enter into such a
     waiver or approval for any Performing Serviced Mortgage Loan that is a
     Pooled Mortgage Loan, unless such Master Servicer has obtained


                                      -144-



     the consent of the applicable Special Servicer (it being understood and
     agreed that (1) the applicable Master Servicer shall promptly provide the
     applicable Special Servicer (and, if a Serviced Mortgage Loan Group is
     involved, to the related Serviced Mortgage Loan Group Controlling Party)
     with notice of any Borrower request for such assignment or assumption, the
     applicable Master Servicer's recommendations and analysis, and with all
     information reasonably available to the applicable Master Servicer that the
     applicable Special Servicer may reasonably request in order to withhold or
     grant any such consent, (2) the applicable Special Servicer shall decide
     whether to withhold or grant such consent in accordance with the Servicing
     Standard (and subject to Section 3.24, 3.27 and/or 3.28, if and as
     applicable), (3) except with respect to any Nationwide Pooled Mortgage
     Loan, PCF Pooled Mortgage Loan or PCFII Pooled Mortgage Loan, if any such
     consent has not been expressly denied within seven Business Days (or, in
     the case of the South Bay Galleria Loan Group, such longer period of time,
     if any, that is provided in Section 18(a) of the South Bay Galleria
     Intercreditor Agreement) of the applicable Special Servicer's receipt from
     the applicable Master Servicer of such Master Servicer's recommendations
     and analysis and all information reasonably requested thereby and
     reasonably available to the applicable Master Servicer in order to make an
     informed decision, such consent shall be deemed to have been granted, and
     (4) solely with respect to any PCF Pooled Mortgage Loan, PCFII Pooled
     Mortgage Loan or any Nationwide Pooled Mortgage Loan, any such consent
     shall be deemed to have been granted if such consent has not been expressly
     denied either (x) within ten Business Days of the applicable Special
     Servicer's receipt of the applicable Master Servicer's recommendations and
     analysis, if the applicable Special Servicer has not requested additional
     information as described above on or before the date that is four Business
     Days following the applicable Special Servicer's initial receipt of the
     applicable Master Servicer's recommendations and analysis, or (y) within
     six Business Days following the applicable Special Servicer's receipt of
     the additional information requested by the applicable Special Servicer as
     described above, if the applicable Special Servicer has requested such
     additional information on or before the date that is four Business Days
     following the applicable Special Servicer's initial receipt of the
     applicable Master Servicer's recommendations and analysis);

               (B) (1) if approval of an assignment and assumption or waiver of
     a due-on-sale provision is involved and the affected Serviced Mortgage Loan
     is a Pooled Mortgage Loan that (together with all other Pooled Mortgage
     Loans, if any, that are in the same Cross-Collateralized Group as such
     Pooled Mortgage Loan or have the same Borrower as such Pooled Mortgage Loan
     or have Borrowers that are known to be affiliated with the Borrower under
     such Pooled Mortgage Loan) is one of the ten largest Pooled Mortgage Loans
     then in the Trust or has a Cut-off Date Principal Balance in excess of
     $20,000,000, then, subject to the related Mortgage Loan Documents and
     applicable law, neither the applicable Master Servicer (with respect to a
     Serviced Pooled Mortgage Loan other than a Specially Serviced Pooled
     Mortgage Loan) nor the applicable Special Servicer (with respect to a
     Specially Serviced Pooled Mortgage Loan) shall enter into such approval or
     waiver unless and until it has received written confirmation from each
     Rating Agency that such action would not result in an Adverse Rating Event
     with respect to any Class of Rated Certificates and (2) if approval of an
     assignment and assumption or waiver of a due-on-sale provision is involved
     and the affected Serviced Mortgage Loan is a Serviced Non-Pooled Pari Passu
     Companion Loan, then, subject to the related Mortgage Loan Documents and
     applicable law, neither the applicable Master Servicer (if such Serviced
     Mortgage Loan is not a Specially Serviced Pooled Mortgage Loan) nor the
     applicable Special Servicer (if such Serviced Mortgage Loan is a Specially
     Serviced Pooled Mortgage Loan) shall enter into such approval or waiver
     unless and until it has received written confirmation from each applicable
     Rating Agency for the related Non-Pooled Pari Passu Companion Loan
     Securities that such action would not result in an Adverse Rating Event
     with respect to any class of such Non-Pooled Pari Passu Companion Loan
     Securities rated by such Rating Agency;

               (C) (1) if approval of a further encumbrance or waiver of a
     due-on-encumbrance provision is involved, then, subject to the related
     Mortgage Loan Documents and applicable law, neither the applicable Master
     Servicer (with respect to a Performing Serviced Mortgage Loan) nor the
     applicable Special Servicer (with respect to a Specially Serviced Mortgage
     Loan) shall enter into such approval or waiver unless and until it has
     received written confirmation that such action would not result in an
     Adverse Rating Event with respect to any Class of Rated Certificates from
     each Rating Agency, with respect to any Serviced Pooled Mortgage Loan that
     (a)


                                      -145-



     represents 2% or more of the then aggregate principal balance of all of the
     Pooled Mortgage Loans then in the Trust Fund, (b) is one of the ten largest
     Pooled Mortgage Loans then in the Trust Fund by principal balance, (c) has
     an aggregate loan-to-value ratio (including existing and proposed
     additional debt) that is equal to or greater than 85% or (d) has an
     aggregate debt service coverage ratio (including the debt service on the
     existing and proposed additional debt) that is less than 1.2x and (2) if
     approval of a further encumbrance or waiver of a due-on-encumbrance
     provision is involved and the affected Serviced Mortgage Loan is a Serviced
     Non-Pooled Pari Passu Companion Loan, then, subject to the related Mortgage
     Loan Documents and applicable law, neither the applicable Master Servicer
     (if such Serviced Mortgage Loan is not a Specially Serviced Pooled Mortgage
     Loan) nor the applicable Special Servicer (if such Serviced Mortgage Loan
     is a Specially Serviced Pooled Mortgage Loan) shall enter into such
     approval or waiver unless and until it has received written confirmation
     from each applicable Rating Agency for the related Non-Pooled Pari Passu
     Companion Loan Securities that such action would not result in an Adverse
     Rating Event with respect to any class of such Non-Pooled Pari Passu
     Companion Loan Securities rated by such Rating Agency;

               (D) if approval of an assignment and assumption or waiver of a
     due-on-sale provision is involved, then, subject to the related Mortgage
     Loan Documents and applicable law, neither the applicable Master Servicer
     (with respect to a Performing Serviced Mortgage Loan) nor the applicable
     Special Servicer (with respect to a Specially Serviced Mortgage Loan) shall
     enter into such approval or waiver with respect to any Mortgaged Property
     which secures a Cross-Collateralized Group unless (i) all of the Mortgaged
     Properties securing such Cross-Collateralized Group are transferred
     simultaneously by the respective Borrower(s) or (ii) either (x) in the case
     of a Master Servicer, it has obtained the consent of the applicable Special
     Servicer (pursuant to the approval procedures described in clause (A)
     above) or (y) in the case of a Special Servicer, it has obtained the
     consent of the Controlling Class Representative and/or the related Serviced
     Mortgage Loan Group Controlling Party, if and to the extent required under
     Sections 3.24, 3.27 and/or 3.28, as applicable);

               (E) subject to the related Mortgage Loan Documents and applicable
     law, neither the applicable Master Servicer (with respect to a Performing
     Serviced Mortgage Loan) nor the applicable Special Servicer (with respect
     to a Specially Serviced Mortgage Loan) shall enter into such approval or
     waiver unless all associated costs and expenses (including the costs of any
     confirmation(s) of the absence of an Adverse Rating Event) are covered
     without any expense to the Trust or (in the case of a Serviced Mortgage
     Loan Group) any expense to any related Serviced Non-Pooled Mortgage Loan
     Noteholder(s) (it being understood and agreed that, except as expressly
     provided herein, neither the applicable Master Servicer nor the applicable
     Special Servicer shall be obligated to cover or assume any such costs or
     expenses);

               (F) neither the applicable Master Servicer (with respect to a
     Performing Serviced Mortgage Loan) nor the applicable Special Servicer
     (with respect to a Specially Serviced Mortgage Loan) shall, in connection
     with any such approval or waiver, consent or agree to any modification,
     waiver or amendment of any term or provision of such Serviced Mortgage Loan
     that would result in an Adverse REMIC Event with respect to any REMIC Pool
     or any Adverse Grantor Trust Event with respect to any Grantor Trust Pool;
     and

               (G) the applicable Special Servicer shall not consent to a Master
     Servicer's recommendation described in clause (A) above, or itself enter
     into such an approval or waiver, unless the applicable Special Servicer has
     complied with Sections 3.24, 3.27 and/or 3.28, as applicable.

          Notwithstanding the foregoing, in no event will the applicable Master
Servicer's approval of an assignment and assumption or further encumbrance be
conditioned on the approval or absence of objection from the applicable Special
Servicer if (a) the transaction is permitted under the related Mortgage Loan
Documents and (b) the conditions to the transaction that are set forth in the
related Mortgage Loan Documents do not include the approval of the lender or the
exercise of lender discretion (other than confirming the satisfaction of the
other conditions to the transaction set forth in the related Mortgage Loan
Documents that do not include any other approval or exercise).


                                      -146-



          (b) In connection with any permitted assumption of any Serviced
Mortgage Loan or waiver of a "due-on-sale" or "due-on-encumbrance" clause
thereunder, the applicable Master Servicer (in the case of a Performing Serviced
Mortgage Loan) or the applicable Special Servicer (in the case of a Specially
Serviced Mortgage Loan) shall prepare all documents necessary and appropriate
for such purposes and shall coordinate with the related Borrower for the due
execution and delivery of such documents.

          (c) The applicable Master Servicer shall have the right to consent to
any transfers of an interest in the Borrower under a Performing Serviced
Mortgage Loan, to the extent such transfer is allowed under the terms of the
related Mortgage Loan Documents (without the exercise of any lender approval or
discretion other than confirming the satisfaction of the other conditions to the
transfer set forth in the related Mortgage Loan Documents that do not include
any other approval or exercise of discretion), including any consent to transfer
to any subsidiary or affiliate of such Borrower or to a person acquiring less
than a majority interest in such Borrower; provided, however, that, subject to
the terms of the related Mortgage Loan Documents and applicable law, if (i) the
affected Serviced Mortgage Loan is a Pooled Mortgage Loan that, together with
all other Pooled Mortgage Loans, if any, that are in the same
Cross-Collateralized Group as such Pooled Mortgage Loan or have the same
Borrower as such Pooled Mortgage Loan or have Borrowers that are known to be
affiliated with the Borrower under such Pooled Mortgage Loan, has a Stated
Principal Balance that equals or exceeds 5% of the then aggregate Stated
Principal Balance of the Mortgage Pool or is one of the then current top ten
Pooled Mortgage Loans (by Stated Principal Balance) in the Mortgage Pool or has
a Cut-off Date Principal Balance in excess of $20,000,000, and (ii) the transfer
is of an interest in the Borrower greater than 49%, then the applicable Master
Servicer shall not consent to such transfer unless and until it has received
written confirmation from each Rating Agency that such action would not result
in an Adverse Rating Event with respect to any Class of Rated Certificates (the
costs of which are to be payable by the related Borrower to the extent provided
for in the related Mortgage Loan Documents, which provisions shall not be waived
by the applicable Master Servicer, and, if not paid, such costs shall be paid by
and reimbursed to the applicable Master Servicer as an Additional Trust Fund
Expense); provided, further, however, that, subject to the terms of the related
Mortgage Loan Documents and applicable law, if (i) the matter involves a
Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled Pari
Passu Companion Loans and (ii) the transfer is of an interest in the Borrower
greater than 49%, then the applicable Master Servicer shall not consent to such
transfer unless and until it has received written confirmation from each Rating
Agency for the Rated Certificates that such action would not result in an
Adverse Rating Event with respect to any Class of Rated Certificates rated by
such Rating Agency and also a written confirmation from each applicable Rating
Agency for the related Non-Pooled Pari Passu Companion Loan Securities that such
action would not result in an Adverse Rating Event with respect to any class of
such Non-Pooled Pari Passu Companion Loan Securities rated by such Rating Agency
(the costs of which are to be payable by the related Borrower to the extent
provided for in the related Mortgage Loan Documents, which provisions shall not
be waived by the applicable Master Servicer, and, if not paid, such costs shall
be paid by and reimbursed to the applicable Master Servicer as an Additional
Trust Fund Expense). The applicable Master Servicer shall be entitled to collect
and receive from Borrowers any customary fees in connection with such transfers
of interest as Additional Master Servicing Compensation.

          SECTION 3.09. Realization Upon Defaulted Serviced Mortgage Loans.

          (a) The applicable Special Servicer shall, subject to Sections
3.09(b), 3.09(c), 3.09(d), 3.24, 3.27 and 3.28, exercise reasonable efforts,
consistent with the Servicing Standard, to foreclose upon or otherwise
comparably convert the ownership of the real property and other collateral
securing any Serviced Mortgage Loan that comes into and continues in default and
as to which no satisfactory arrangements can be made for collection of
delinquent payments, including pursuant to Section 3.20; provided that neither
Master Servicer shall, with respect to any Serviced Mortgage Loan that is an ARD
Mortgage Loan after its Anticipated Repayment Date, take any enforcement action
with respect to the payment of Post-ARD Additional Interest (other than the
making of requests for its collection), and the applicable Special Servicer may
take such enforcement action only if (i) the taking of an enforcement action
with respect to the payment of other amounts due under such Mortgage Loan is, in
the reasonable judgment of the applicable Special Servicer, and without regard
to such Post-ARD Additional Interest, also necessary, appropriate and consistent
with the Servicing Standard or (ii) all other amounts due under such Mortgage
Loan have been paid, the payment of such Post-ARD Additional Interest has not
been forgiven in accordance with Section 3.20 and, in the reasonable judgment of
the


                                      -147-



applicable Special Servicer, the Liquidation Proceeds expected to be recovered
in connection with such enforcement action will cover the anticipated costs of
such enforcement action and, if applicable, any associated Advance Interest. In
connection with the foregoing, in the event of a default under any Serviced
Mortgage Loan or Cross-Collateralized Group that is secured by real properties
located in multiple states, and such states include California or another state
with a statute, rule or regulation comparable to California's "one action rule",
then the applicable Special Servicer shall consult Independent counsel regarding
the order and manner in which the applicable Special Servicer should foreclose
upon or comparably proceed against such properties. The applicable Special
Servicer may direct the applicable Master Servicer to advance, as contemplated
by Section 3.19(b), all costs and expenses (including attorneys fees and
litigation costs and expenses) to be incurred on behalf of the Trust in any such
proceedings or such consultation, subject to the applicable Master Servicer
being entitled to reimbursement for any such advance as a Servicing Advance as
provided in Section 3.05(a), and further subject to the applicable Special
Servicer's being entitled to pay out of the related Liquidation Proceeds,
Insurance Proceeds and/or Condemnation Proceeds any Liquidation Expenses
incurred in respect of any Serviced Mortgage Loan, which Liquidation Expenses
were outstanding at the time such proceeds are received. Nothing contained in
this Section 3.09 shall be construed so as to require the applicable 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 applicable Special Servicer taking
into account the factors described in Section 3.18 and the results of any
appraisal obtained pursuant to the following sentence or otherwise, all such
cash bids to be made in a manner consistent with the Servicing Standard. If and
when the applicable Master Servicer or the applicable Special Servicer deems it
necessary in accordance with the Servicing Standard for purposes of establishing
the fair market value of any Mortgaged Property securing a defaulted Serviced
Mortgage Loan, whether for purposes of bidding at foreclosure or otherwise, such
Master Servicer or such Special Servicer (as the case may be) is authorized to
have an Appraisal completed with respect to such property (the cost of which
appraisal shall be covered by, and be reimbursable as, a Servicing Advance).

          Neither Master Servicer shall foreclose upon or otherwise comparably
convert, including by taking title thereto, any real property or other
collateral securing a defaulted Serviced Mortgage Loan. The Special Servicers
and the Master Servicers shall not foreclose upon or otherwise comparably
convert, including by taking title thereto, any real property or other
collateral securing a Non-Trust-Serviced Pooled Mortgage Loan.

          (b) Notwithstanding the foregoing provisions of this Section 3.09, no
Mortgaged Property shall be acquired by the applicable Special Servicer on
behalf of the Trust (and, in the case of a Serviced Mortgage Loan Group, the
related Serviced Non-Pooled Mortgage Loan Noteholder(s)) under such
circumstances, in such manner or pursuant to such terms as would (i) cause such
Mortgaged Property to fail to qualify as "foreclosure property" within the
meaning of Section 860G(a)(8) of the Code (unless the portion of such REO
Property that is not treated as "foreclosure property" and that is held by any
REMIC Pool at any given time constitutes not more than a de minimis amount of
the assets of such REMIC Pool within the meaning of Treasury Regulations Section
1.860D-1(b)(3)(i) and (ii)), or (ii) except as permitted by Section 3.17(a),
subject the Trust to the imposition of any federal income or prohibited
transaction taxes under the Code. Subject to the foregoing, however, a Mortgaged
Property may be acquired through a single member limited liability company. In
addition, except as permitted under Section 3.17(a), the applicable Special
Servicer shall not acquire any personal property on behalf of the Trust (and, in
the case of a Serviced Mortgage Loan Group, the related Serviced Non-Pooled
Mortgage Loan Noteholder(s)) pursuant to this Section 3.09 unless either:

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

                    (ii) the applicable Special Servicer shall have obtained an
          Opinion of Counsel (the cost of which shall be covered by, and
          reimbursable as, a Servicing Advance) to the effect that the holding
          of such personal property as part of the Trust Fund will not result in
          an Adverse REMIC Event with respect to any REMIC Pool or an Adverse
          Grantor Trust Event with respect to any Grantor Trust Pool.

          (c) Notwithstanding the foregoing provisions of this Section 3.09, the
applicable Special Servicer shall not, on behalf of the Trust (and, in the case
of a Serviced Mortgage Loan Group, the related Serviced Non-Pooled


                                      -148-



Mortgage Loan Noteholder(s)), have a receiver of rents appointed with respect to
a Mortgaged Property, or obtain title to a Mortgaged Property by foreclosure,
deed 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, could, in the reasonable judgment of such
Special Servicer, exercised in accordance with the Servicing Standard, 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:

                    (i) the applicable Special Servicer has previously
          determined in accordance with the Servicing Standard, based on a Phase
          I Environmental Assessment (and any additional environmental testing
          that the applicable Special Servicer deems necessary and prudent) of
          such Mortgaged Property conducted by an Independent Person who
          regularly conducts Phase I Environmental Assessments and performed
          during the 12-month period preceding any such acquisition of title or
          other action, that such Mortgaged Property is in compliance with
          applicable environmental laws and regulations and there are no
          circumstances or conditions present at the Mortgaged Property relating
          to the use, management or disposal of Hazardous Materials for which
          investigation, testing, monitoring, containment, clean-up or
          remediation could be required under any applicable environmental laws
          and regulations; or

                    (ii) in the event that the determination described in clause
          (c)(i) above cannot be made, the applicable Special Servicer has
          previously determined in accordance with the Servicing Standard, on
          the same basis as described in clause (c)(i) above, and taking into
          account the coverage provided under the related Environmental
          Insurance Policy, that it would maximize the recovery to the
          Certificateholders and, in the case of a Mortgaged Property securing a
          Serviced Mortgage Loan Group, to the related Serviced Non-Pooled
          Mortgage Loan Noteholder(s) (as a collective whole) on a present value
          basis (the relevant discounting of anticipated collections that will
          be distributable to Certificateholders and, in the case of a Mortgaged
          Property securing a Serviced Mortgage Loan Group, to the related
          Serviced Non-Pooled Mortgage Loan Noteholder(s), to be performed at
          the related Net Mortgage Rate (or (x) in the case of an ARD Mortgage
          Loan after its Anticipated Repayment Date, at the related Net Mortgage
          Rate immediately prior to the Anticipated Repayment Date, or (y) in
          the case of a Serviced Mortgage Loan Group, at the weighted average of
          the Net Mortgage Rates for the related Mortgage Loans)) to acquire
          title to or possession of the Mortgaged Property and to take such
          remedial, corrective and/or other further actions as are necessary to
          bring the Mortgaged Property into compliance with applicable
          environmental laws and regulations and to appropriately address any of
          the circumstances and conditions referred to in clause (c)(i) above.

          Any such determination by a Special Servicer contemplated by clause
(i) or clause (ii) of the preceding paragraph shall be evidenced by an Officer's
Certificate to such effect delivered to the Trustee, the applicable Master
Servicer and the Controlling Class Representative (and, in the case of a
Mortgaged Property securing a Serviced Mortgage Loan Group, to the related
Serviced Non-Pooled Mortgage Loan Noteholder(s)), specifying all of the bases
for such determination, such Officer's Certificate to be accompanied by all
related environmental reports.

          The cost of such Phase I Environmental Assessment and any such
additional environmental testing, as well as the cost of any remedial,
corrective or other further action contemplated by clause (i) and/or clause (ii)
of the preceding paragraph, shall be paid out of the applicable Collection
Account (subject to, if it relates to one or more Mortgage Loans in a Serviced
Mortgage Loan Group, the proviso at the end of the first paragraph (that is, the
initial paragraph that includes the enumerated clauses (i) through (xxii)) of
subsection (I) of Section 3.05(a)).

          (d) If neither of the conditions set forth in clauses (i) and (ii) of
the first paragraph of Section 3.09(c) has been satisfied with respect to any
Mortgaged Property securing a defaulted Serviced Mortgage Loan (or, if
applicable, a Serviced Mortgage Loan Group), the applicable Special Servicer
shall take such action as is in accordance with the Servicing Standard (other
than proceeding against the Mortgaged Property) and, at such time as it deems
appropriate, may, on behalf of the Trust and, if applicable, the related
Serviced Non-Pooled Mortgage Loan Noteholder(s), release all or a portion of
such Mortgaged Property from the lien of the related Mortgage; provided that
both (i) if such Serviced Mortgage Loan has a then outstanding principal balance
greater than $1 million, then prior to the release of all or a portion


                                     -149-



of the related Mortgaged Property from the lien of the related Mortgage, the
applicable Special Servicer shall have notified the Rating Agencies, the
Controlling Class Representative, the Trustee, the applicable Master Servicer
and, if a Serviced Mortgage Loan Group is involved, the related Serviced
Mortgage Loan Group Controlling Party if and to the extent required under the
applicable Mortgage Loan Group Intercreditor Agreement, in writing of its
intention to so release all or a portion of such Mortgaged Property and the
basis for the determination that such intention, in the applicable Special
Servicer's good faith judgment, was consistent with the Servicing Standard and
(ii) if the South Bay Galleria Loan Group is involved, the South Bay Galleria
Controlling Party shall have the rights, if any, in respect thereof that are
enumerated in the South Bay Galleria Intercreditor Agreement.

          (e) The applicable Special Servicer shall report to the Trustee, the
applicable Master Servicer and the Controlling Class Representative (and, in the
case of a Mortgaged Property securing a Serviced Mortgage Loan Group, the
related Non-Pooled Mortgage Loan Noteholder(s)) monthly in writing as to any
actions taken by the applicable Special Servicer with respect to any Mortgaged
Property as to which neither of the conditions set forth in clauses (i) and (ii)
of the first paragraph of Section 3.09(c) has been satisfied, in each case until
the earliest to occur of satisfaction of either of such conditions, release of
the lien of the related Mortgage on such Mortgaged Property and the related
Serviced Mortgage Loan's (or, in the case of a Serviced Mortgage Loan Group,
each of the related Serviced Mortgage Loan's) becoming a Corrected Mortgage
Loan.

          (f) The applicable Special Servicer shall have the right to determine,
in accordance with the Servicing Standard, with respect to any Specially
Serviced Mortgage Loan, the advisability of seeking to obtain a deficiency
judgment if the state in which the related Mortgaged Property is located and the
terms of the subject Mortgage Loan permit such an action and shall, in
accordance with the Servicing Standard, seek such deficiency judgment if it
deems advisable. The applicable Master Servicer, at the direction of the
applicable Special Servicer, shall make a Servicing Advance for the costs
incurred in pursuing any such deficiency action, provided that such Master
Servicer shall not be obligated in connection therewith to advance any funds,
which if so advanced would constitute a Nonrecoverable Advance.

          (g) Annually in each January, the applicable Master Servicer shall,
with the reasonable cooperation of the applicable Special Servicer, prepare and
file with the IRS on a timely basis the information returns with respect to the
reports of foreclosures and abandonments and reports relating to any
cancellation of indebtedness income with respect to any Serviced Mortgage Loan
for which it is the applicable Master Servicer, or Mortgaged Property securing a
Serviced Mortgage Loan for which it is the applicable Master Servicer, required
by Sections 6050H (as applicable), 6050J and 6050P of the Code.
Contemporaneously therewith, the applicable Master Servicer shall deliver a copy
of such information returns to the applicable Special Servicer and the Trustee.

          (h) As soon as the applicable Special Servicer (or, in the case of a
Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property, the
applicable Master Servicer) makes a Final Recovery Determination (such
determination to be made in consultation with the Controlling Class
Representative (or, in the case of a Serviced Mortgage Loan Group, the related
Serviced Mortgage Loan Group Controlling Party if and to the extent required
under the applicable Mortgage Loan Group Intercreditor Agreement) and the
related calculations to be subject to the approval of such Controlling Class
Representative (or, in the case of a Serviced Mortgage Loan Group, the related
Serviced Mortgage Loan Group Controlling Party) with respect to any Mortgage
Loan or REO Property, it shall promptly notify the Certificate Administrator,
the Trustee, the applicable Master Servicer (unless it is the one making the
determination) and the Controlling Class Representative (and, in the case of a
Serviced Mortgage Loan Group, the related Serviced Mortgage Loan Group
Controlling Party if and to the extent required under the applicable Mortgage
Loan Group Intercreditor Agreement). The applicable Special Servicer (or, in the
case of a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property,
the applicable Master Servicer) shall maintain accurate records, prepared by a
Servicing Officer, of each such Final Recovery Determination (if any) made by it
and the basis thereof. Each such Final Recovery Determination (if any) shall be
evidenced by an Officer's Certificate delivered to the Certificate
Administrator, the Trustee, the applicable Master Servicer (unless it is the one
making the determination), the Controlling Class Representative and, if any
Mortgage Loan in a Serviced Mortgage Loan Group is involved, the related
Serviced Mortgage Loan Group Controlling Party if and to the extent required
under the applicable Mortgage Loan Group Intercreditor


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Agreement, no later than ten Business Days following such Final Recovery
Determination. For purposes of making a Final Recovery Determination with
respect to a Non-Trust-Serviced Pooled Mortgage Loan or any related REO
Property, the applicable Master Servicer shall be entitled to rely on any
comparable determination made by the related Non-Trust Special Servicer.

          SECTION 3.10. Trustee to Cooperate; Release of Mortgage Files.

          (a) Upon the payment in full of any Serviced Mortgage Loan, or the
receipt by the applicable Master Servicer of a notification that payment in full
shall be escrowed or made in a manner customary for such purposes, the
applicable Master Servicer shall promptly so notify the Trustee and request
delivery to it or its designee of the related Mortgage File and, in the case of
a Serviced Non-Pooled Mortgage Loan, the Master Servicer shall promptly so
notify the relevant Serviced Non-Pooled Mortgage Loan Noteholder, and request
delivery to it or its designee of the related Mortgage Note, as applicable (such
notice and request to be effected by delivering to the Trustee a Request for
Release in the form of Exhibit C-1 attached hereto, which Request for Release
shall be accompanied by the form of any release or discharge to be executed by
the Trustee and, in the case of the Serviced Non-Pooled Mortgage Loans, the
related Serviced Non-Pooled Mortgage Loan Noteholder, 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 such Master
Servicer's Collection Account and/or, in the case of the Serviced Non-Pooled
Mortgage Loans, in the related Companion Note Custodial Account or the related
Subordinate Note Custodial Account, as applicable, pursuant to Section 3.04 have
been or will be so deposited). Upon receipt of such Request for Release, the
Trustee and, in the case of the a Serviced Non-Pooled Mortgage Loan, if
applicable, the related Serviced Non-Pooled Mortgage Loan Noteholder, shall
promptly release, or cause any related Custodian to release, the related
Mortgage File to the applicable Master Servicer or its designee and shall
deliver to the applicable Master Servicer or its designee such accompanying
release or discharge, duly executed. No expenses incurred in connection with
preparing or recording any instrument of satisfaction or deed of reconveyance
shall be chargeable to a Collection Account, any Companion Note Custodial
Account, any Subordinate Note Custodial Account or the Distribution Account. If
the Mortgage has been recorded in the name of MERS or its designee, the
applicable Master Servicer shall take all necessary action to reflect the
release of the Mortgage on the records of MERS.

          (b) If from time to time, and as appropriate for servicing or
foreclosure of any Serviced Mortgage Loan, the applicable Master Servicer or the
Special Servicer shall otherwise require any Mortgage File (or any portion
thereof) or, in the case of a Serviced Non-Pooled Mortgage Loan, the related
Mortgage Note, then, upon request of such Master Servicer and receipt from such
Master Servicer of a Request for Release in the form of Exhibit C-1 attached
hereto signed by a Servicing Officer thereof, or upon request of the Special
Servicer and receipt from the Special Servicer of a Request for Release in the
form of Exhibit C-2 attached hereto, the Trustee or, in the case of a Serviced
Non-Pooled Mortgage Loan, the related Serviced Non-Pooled Mortgage Loan
Noteholder shall release, or the Trustee shall cause any related Custodian to
release, such Mortgage File (or portion thereof) or such Mortgage Note to such
Master Servicer or the Special Servicer, as the case may be, or its designee.
Upon return of such Mortgage File (or portion thereof) to the Person from whom
it was obtained as described above, or upon the Special Servicer's delivery to
such Person of an Officer's Certificate stating that (i) such Mortgage Loan was
liquidated and all amounts received or to be received in connection with such
liquidation that are required to be deposited into the Collection Account, the
related Companion Note Custodial Account(s) (if any) and/or the related
Subordinate Note Custodial Account(s) (if any) pursuant to Section 3.04 have
been or will be so deposited or (ii) such Mortgage Loan has become an REO
Mortgage Loan, a copy of the Request for Release shall be returned to the
applicable Master Servicer or the Special Servicer, as applicable, by the Person
to whom it was delivered as described above.

          (c) Within five (5) Business Days of the Special Servicer's request
therefor (or, in case of an exigency, within such shorter period as is
reasonable under the circumstances), the Trustee and, in the case of a Serviced
Mortgage Loan Group, each Serviced Non-Pooled Mortgage Loan Noteholder shall
execute and deliver to the Special Servicer, in the form supplied to the Trustee
or the related Serviced Non-Pooled Mortgage Loan Noteholder, as applicable, by
the Special Servicer, any court pleadings, requests for trustee's sale or other
documents reasonably necessary, with respect to any Mortgage Loan, to the
foreclosure or trustee's sale in respect of the related Mortgaged Property or to
any legal action brought to obtain judgment against the related Borrower on the
Mortgage Note or


                                     -151-



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 or to defend any legal action or counterclaim filed against the
Trust, a Master Servicer, the Special Servicer or any related Serviced
Non-Pooled Mortgage Loan Noteholder; provided that the Trustee and each such
Serviced Non-Pooled Mortgage Loan Noteholder may alternatively execute and
deliver to the Special Servicer, in the form supplied to the Trustee and such
Serviced Non-Pooled Mortgage Loan Noteholder, as applicable, by the Special
Servicer, a limited power of attorney issued in favor of the Special Servicer,
subject to Section 3.01(b), and empowering the Special Servicer to execute and
deliver any or all of such pleadings or documents on behalf of the Trustee and
each Serviced Non-Pooled Mortgage Loan Noteholder (however, neither the Trustee
nor any such Serviced Non-Pooled Mortgage Loan Noteholder shall be liable for
any misuse of such power of attorney by the Special Servicer). Together with
such pleadings or documents (or such power of attorney), the Special Servicer
shall deliver to the Trustee or such Serviced Non-Pooled Mortgage Loan
Noteholder an Officer's Certificate requesting that such pleadings or documents
(or such power of attorney) be executed by the Trustee or such Serviced
Non-Pooled Mortgage Loan Noteholder and certifying as to the reason such
pleadings or documents are required and that the execution and delivery thereof
by the Trustee or such Serviced Non-Pooled Mortgage Loan Noteholder (or by the
Special Servicer on behalf of such Person) 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. Within five (5) Business Days
following receipt, the Trustee shall forward any documents it receives related
to the servicing of the Pooled Mortgage Loans (including but not limited to any
court pleadings and other documents related to legal action involving any
Mortgagor or Mortgaged Property) to the applicable Master Servicer or Special
Servicer, as the case may be. Upon delivery of such documents, the Trustee shall
not be liable for any loss, claim or expense related to any failure by such
Master Servicer or Special Servicer to process such documentation in a timely
fashion. Any document delivered to a Master Servicer or Special Servicer shall
be deemed to have been duly delivered when delivered via overnight carrier to
the address of such party as set forth in Section 12.05.

          (d) If from time to time, pursuant to the terms of a Mortgage Loan
Group Intercreditor Agreement and the related Non-Trust Servicing Agreement
related to a Non-Trust-Serviced Pooled Mortgage Loan, and as appropriate for
enforcing the terms of, or otherwise properly servicing, such Non-Trust-Serviced
Pooled Mortgage Loan, the related Non-Trust Master Servicer, the related
Non-Trust Special Servicer or the holder of a related Non-Pooled Pari Passu
Companion Loan requests delivery to it of the original Mortgage Note for such
Non-Trust-Serviced Pooled Mortgage Loan, then the Trustee shall release or cause
the release of such original Mortgage Note to the requesting party or its
designee. In connection with the release of the original Mortgage Note for a
Non-Trust-Serviced Pooled Mortgage Loan in accordance with the preceding
sentence, the Trustee shall obtain such documentation as is appropriate to
evidence the holding by the related Non-Trust Master Servicer, the related
Non-Trust Special Servicer or such holder of a related Non-Pooled Pari Passu
Companion Loan, as the case may be, of such original Mortgage Note as custodian
on behalf of and for the benefit of the Trustee.

          SECTION 3.11. Master Servicing and Special Servicing Compensation;
                        Interest on and Reimbursement of Servicing Advances;
                        Payment of Certain Expenses; Obligations of the Trustee
                        Regarding Back-up Servicing Advances.

          (a) As compensation for its activities hereunder, each Master Servicer
shall be entitled to receive the Master Servicing Fee with respect to each
Mortgage Loan (including each Specially Serviced Mortgage Loan), and each
successor REO Mortgage Loan thereto, as to which it is the applicable Master
Servicer. As to each such Mortgage Loan and REO Mortgage Loan, for each calendar
month (commencing with December 2006) or any applicable portion thereof, the
Master Servicing Fee shall accrue at the related Master Servicing Fee Rate on
the Stated Principal Balance of such Mortgage Loan or such REO Mortgage Loan, as
the case may be, and shall be calculated on the same Interest Accrual Basis as
is applicable for such Mortgage Loan or REO Mortgage Loan, as the case may be,
and for the same number of days respecting which any related interest payment
due on such Mortgage Loan or deemed to be due on such REO Mortgage Loan is
computed under the terms of the related Mortgage Note (as such terms may be
changed or modified at any time following the Closing Date) and applicable law.
The Master Servicing Fee with respect to any Mortgage Loan or any REO Mortgage
Loan shall cease to accrue (but not as to any Replacement Pooled Mortgage Loan
with respect thereto) if a Liquidation Event occurs in respect thereof (unless,
in the case of a Serviced Mortgage Loan Group, the servicing and administration
of such Serviced Mortgage Loan Group is to continue under this Agreement
pursuant to Section 3.01(e)). Furthermore, in the case of any Serviced
Non-Pooled Mortgage Loan or any REO Mortgage Loan with respect


                                     -152-



thereto, the Master Servicing Fee shall cease to accrue if a Liquidation Event
occurs in respect of the related Pooled Mortgage Loan (unless the servicing and
administration of the related Serviced Mortgage Loan Group is to continue under
this Agreement pursuant to Section 3.01(e)). Master Servicing Fees earned with
respect to any Mortgage Loan or any REO Mortgage Loan shall be payable monthly
from payments of interest on such Mortgage Loan or REO Revenues allocable as
interest on such REO Mortgage Loan, as the case may be. The applicable Master
Servicer shall be entitled to recover unpaid Master Servicing Fees in respect of
any Mortgage Loan or any REO Mortgage Loan out of the portion any related
Insurance Proceeds, Condemnation Proceeds or Liquidation Proceeds allocable as
interest on such Mortgage Loan or REO Mortgage Loan, as the case may be. Master
Servicing Fees earned with respect to a Serviced Non-Pooled Pari Passu Companion
Loan (or any successor REO Mortgage Loan with respect thereto) shall be payable
out of the related Companion Note Custodial Account as provided in Section
3.05(f). Master Servicing Fees earned with respect to a Serviced Non-Pooled
Subordinate Loan (or any successor REO Mortgage Loan with respect thereto) or
any Non-Pooled Subordinate Loan (or any successor REO Mortgage Loan with respect
thereto) shall be payable out of the related Subordinate Note Custodial Account
as provided in Section 3.05(g). The Servicer Report Administrator shall be
entitled to the Servicer Report Administrator Fee (payable as provided in
Section 8.05(a)) in respect of all the Pooled Mortgage Loans and successor REO
Mortgage Loans thereto. Notwithstanding any contrary provision set forth above,
in no event shall a Master Servicing Fee be payable hereunder with respect to
any Mortgage Loan that is neither a Pooled Mortgage Loan nor a Serviced
Mortgaged Loan. The applicable Master Servicer shall pay, solely from the Master
Servicing Fee to which the Master Servicer is otherwise entitled, any Primary
Servicing Fee to which the Primary Servicer for the related Mortgage Loan is
entitled (unless such Primary Servicing Fee has been retained from collections
by the Primary Servicer pursuant to the Primary Servicing Agreement).

          PAR and any successor holder of the Excess Servicing Fee Rights that
relate to the Serviced Mortgage Loans (and any successor REO Mortgage Loans with
respect to such Serviced Mortgage Loans) for which PAR is the applicable Master
Servicer shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in
part), and WFB and any successor holder of the Excess Servicing Fee Rights that
relate to the Serviced Mortgage Loans (and any successor REO Mortgage Loans with
respect to such Serviced Mortgage Loans) for which WFB is the applicable Master
Servicer shall be entitled, at any time, at its own expense, to transfer, sell,
pledge or otherwise assign such Excess Servicing Fee Rights in whole (but not in
part), in either case, to any Qualified Institutional Buyer or Institutional
Accredited Investor (other than a Plan), provided that no such transfer, sale,
pledge or other assignment shall be made unless (i) that transfer, sale, pledge
or other assignment is exempt from the registration and/or qualification
requirements of the Securities Act and any applicable state securities laws and
is otherwise made in accordance with the Securities Act and such state
securities laws, (ii) the prospective transferor shall have delivered to the
Depositor a certificate substantially in the form attached as Exhibit F-3A
hereto, and (iii) the prospective transferee shall have delivered to PAR or WFB,
as applicable, and the Depositor a certificate substantially in the form
attached as Exhibit F-3B hereto. None of the Depositor, the Trustee or the
Certificate Registrar is obligated to register or qualify an Excess Servicing
Fee Right under the Securities Act or any other securities law or to take any
action not otherwise required under this Agreement to permit the transfer, sale,
pledge or assignment of an Excess Servicing Fee Right without registration or
qualification. PAR, WFB and each holder of an Excess Servicing Fee Right
desiring to effect a transfer, sale, pledge or other assignment of such Excess
Servicing Fee Right shall, and each of PAR and WFB hereby agrees, and each such
holder of an Excess Servicing Fee Right by its acceptance of such Excess
Servicing Fee Right shall be deemed to have agreed, in connection with any
transfer of such Excess Servicing Fee Right effected by such Person, to
indemnify the Certificateholders, the Trust, the Depositor, the Underwriters,
the Certificate Administrator, the Trustee, the Master Servicers, the
Certificate Registrar and the Special Servicers against any liability that may
result if such transfer is not exempt from registration and/or qualification
under the Securities Act or other applicable federal and state securities laws
or is not made in accordance with such federal and state laws or in accordance
with the foregoing provisions of this paragraph. By its acceptance of an Excess
Servicing Fee Right, the holder thereof shall be deemed to have agreed not to
use or disclose such information in any manner that could result in a violation
of any provision of the Securities Act or other applicable securities laws or
that would require registration of such Excess Servicing Fee Right or


                                     -153-



any Non-Registered Certificate pursuant to the Securities Act. From time to time
following any transfer, sale, pledge or assignment of an Excess Servicing Fee
Right, the Person then acting as the Master Servicer with respect to the related
Serviced Mortgage Loan or successor REO Mortgage Loan with respect thereto to
which the Excess Servicing Fee Right relates, shall pay, out of each amount paid
to such Master Servicer as Master Servicing Fees with respect to such Mortgage
Loan or REO Mortgage Loan, as the case may be, the related Excess Servicing Fees
to the holder of such Excess Servicing Fee Right within one Business Day
following the payment of such Master Servicing Fees to such Master Servicer, in
each case in accordance with payment instructions provided by such holder in
writing to such Master Servicer. The holder of an Excess Servicing Fee Right
shall not have any rights under this Agreement except as set forth in the
preceding sentences of this paragraph. None of the Certificate Administrator,
the other Master Servicer, the Certificate Registrar, the Depositor, the Special
Servicer, the Trustee or the Tax Administrator shall have any obligation
whatsoever regarding payment of the Excess Servicing Fee or the assignment or
transfer of the Excess Servicing Fee Right.

          A Master Servicer's right to receive the Master Servicing Fees (and,
in the case of the Servicer Report Administrator, the Servicer Report
Administrator Fees) to which it is entitled may not be transferred in whole or
in part except in connection with the transfer of all of such Master Servicer's
responsibilities and obligations under this Agreement and except as otherwise
expressly provided herein, including as contemplated by the prior paragraph.

          (b) Each Master Servicer shall be entitled to receive the following
items as additional servicing compensation (the following items, collectively,
"Additional Master Servicing Compensation"):

                    (i) any and all Net Default Charges actually collected with
          respect to any Serviced Pooled Mortgage Loan for which such Master
          Servicer is the applicable Master Servicer or any successor REO
          Mortgage Loan with respect thereto, to the extent that such Net
          Default Charges are payable to such Master Servicer under Section 3.26
          and any and all application and processing fees for consents to
          approvals of assignments and assumptions, further encumbrances or
          other lender approvals, to the extent actually collected during the
          related Collection Period with respect to Performing Serviced Mortgage
          Loans for which such Master Servicer is the applicable Master
          Servicer;

                    (ii) (x) 50% of assumption fees, modification fees,
          extension fees, consent fees, release fees, waiver fees, fees paid in
          connection with defeasance and earn-out fees or other similar fees
          (excluding Prepayment Premiums, Yield Maintenance Charges and
          application and processing fees), in each case to the extent actually
          collected during the related Collection Period with respect to
          Performing Serviced Mortgage Loans for which such Master Servicer is
          the applicable Master Servicer and paid in connection with a consent,
          approval or other action that the applicable Master Servicer is not
          permitted to take in the absence of the consent or approval (or deemed
          consent or approval) of the applicable Special Servicer under the
          other provisions of this Agreement and (y) 100% of assumption fees,
          modification fees, extension fees, consent fees, release fees, waiver
          fees, fees paid in connection with defeasance and earn-out fees or
          other similar fees (excluding Prepayment Premiums, Yield Maintenance
          Charges and application and processing fees), in each case to the
          extent actually collected during the related Collection Period with
          respect to Performing Serviced Mortgage Loans for which such Master
          Servicer is the applicable Master Servicer and paid in connection with
          a consent, approval or other action that such Master Servicer is
          permitted to take in the absence of the consent or approval (or deemed
          consent or approval) of the applicable Special Servicer under the
          other provisions of this Agreement;

                    (iii) any and all charges for beneficiary statements or
          demands, amounts collected for checks returned for insufficient funds
          and other loan processing fees actually paid by the Borrowers under
          Serviced Mortgage Loans for which such Master Servicer is the
          applicable Master Servicer;

                    (iv) any and all Prepayment Interest Excesses collected with
          respect to the Pooled Mortgage Loans for which such Master Servicer is
          the applicable Master Servicer; and


                                     -154-



                    (v) interest or other income earned on deposits in the
          Investment Accounts maintained by such Master Servicer, in accordance
          with Section 3.06(b) (but only to the extent of the Net Investment
          Earnings, if any, with respect to any such Investment Account for each
          Collection Period and, further, in the case of a Servicing Account or
          Reserve Account, only to the extent such interest or other income is
          not required to be paid to any Borrower under applicable law or under
          the related Mortgage).

          To the extent that any of the amounts described in clauses (i) through
(iv) in the preceding paragraph are collected by a Special Servicer, such
Special Servicer shall promptly pay such amounts to the applicable Master
Servicer.

          (c) As compensation for its activities hereunder, each Special
Servicer shall be entitled to receive monthly the Special Servicing Fee with
respect to each Specially Serviced Mortgage Loan for which it is the applicable
Special Servicer, and each REO Mortgage Loan thereto that relates to an
Administered REO Property for which it is the applicable Special Servicer. As to
each such Specially Serviced Mortgage Loan and REO Mortgage Loan, for any
particular calendar month or applicable portion thereof, the Special Servicing
Fee shall accrue at the Special Servicing Fee Rate on the Stated Principal
Balance of such Specially Serviced Mortgage Loan or such REO Mortgage Loan, as
the case may be, and shall be calculated on the same Interest Accrual Basis as
is applicable for such Specially Serviced Mortgage Loan or REO Mortgage Loan, as
the case may be, and for the same number of days respecting which any related
interest payment due on such Specially Serviced Mortgage Loan or deemed to be
due on such REO Mortgage Loan is computed under the terms of the related
Mortgage Note (as such terms may be changed or modified at any time following
the Closing Date) and applicable law. The Special Servicing Fee with respect to
any Specially Serviced Mortgage Loan that is a Pooled Mortgage Loan or any
successor REO Mortgage Loan thereto shall cease to accrue as of the date a
Liquidation Event occurs in respect thereof or, in the case of such a Specially
Serviced Mortgage Loan, as of the date it becomes a Corrected Mortgage Loan. The
Special Servicing Fee with respect to any Serviced Non-Pooled Mortgage Loan or
any successor REO Mortgage Loan with respect thereto shall cease to accrue as of
the date a Liquidation Event occurs in respect of the related Pooled Mortgage
Loan or REO Property included in the same Mortgage Loan Group or, in the case of
such a Specially Serviced Mortgage Loan, as of the date it becomes a Corrected
Mortgage Loan. Earned but unpaid Special Servicing Fees with respect to Pooled
Mortgage Loans that are Specially Serviced Mortgage Loans and REO Pooled
Mortgage Loans shall be payable (pursuant to Section 3.05(a)) monthly first out
of related Liquidation Proceeds, Insurance Proceeds and/or Condemnation
Proceeds, if any, and then out of general collections on the Pooled Mortgage
Loans and any REO Properties on deposit in the applicable Collection Account and
earned but unpaid Special Servicing Fees with respect to any Serviced Non-Pooled
Mortgage Loan or any successor REO Mortgage Loan with respect thereto shall be
payable in accordance with the related Mortgage Loan Group Intercreditor
Agreement and solely out of the proceeds of such Serviced Non-Pooled Mortgage
Loan; provided, however, that any Special Servicing Fees earned with respect to
a Pooled Mortgage Loan in a Serviced Mortgage Loan Group that has a Serviced
Non-Pooled Subordinate Loan will be payable out of collections on or with
respect to the related Serviced Non-Pooled Subordinate Loan and/or the related
Serviced Non-Pooled Subordinate Noteholder's share of collections on any related
REO Property prior to payment out of any collections otherwise described above.

          As further compensation for its activities hereunder, each Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Serviced Mortgage Loan that is a Corrected Mortgage Loan and for which such
Special Servicer is the applicable Special Servicer, unless the basis on which
such Serviced Mortgage Loan became a Corrected Mortgage Loan was the remediation
of a circumstance or condition relating to the related Pooled Mortgage Loan
Seller's obligation to repurchase such Mortgage Loan pursuant to the related
Pooled Mortgage Loan Purchase Agreement, as applicable, in which case, if such
Mortgage Loan is repurchased within the Initial Resolution Period (and, if
applicable any Resolution Extension Period as is permitted under Section 2.03)
no Workout Fee will be payable from or based upon the receipt of, any Purchase
Price paid by the related Pooled Mortgage Loan Seller in satisfaction of such
repurchase obligation. As to each such Corrected Mortgage Loan, the Workout Fee
shall be payable out of, and shall be calculated by application of the Workout
Fee Rate to, each payment of interest (other than Post-ARD Additional Interest
and Default Interest) and principal received from the related Borrower on such
Corrected Mortgage Loan for so long as it remains a Corrected Mortgage Loan and
any Workout Fees earned with respect to any Serviced Non-Pooled Mortgage Loan or
any successor REO Mortgage Loan with respect thereto shall be payable in
accordance with the related Mortgage Loan Group Intercreditor Agreement and
solely out of the proceeds of such Serviced Non-Pooled Mortgage Loan; provided,
however,


                                     -155-



that any Workout Fees earned with respect to a Pooled Mortgage Loan (and, if
such Pooled Mortgage Loan has a related Non-Pooled Pari Passu Companion Loan,
such Non-Pooled Pari Passu Companion Loan) in a Serviced Mortgage Loan Group
that has a Serviced Non-Pooled Subordinate Loan will be payable out of any
proceeds on or with respect to such Serviced Non-Pooled Subordinate Loan and/or
the related Serviced Non-Pooled Subordinate Noteholder's share of proceeds on
such related REO Property prior to any proceeds on or with respect to the Pooled
Mortgage Loan (and, if such Pooled Mortgage Loan has a related Non-Pooled Pari
Passu Companion Loan, such Non-Pooled Pari Passu Companion Loan) and/or the
Trust's (and, if such Pooled Mortgage Loan has a related Non-Pooled Pari Passu
Companion Loan, the related Non-Pooled Mortgage Loan Noteholder's) share of
proceeds on such related REO Property as otherwise described above. The Workout
Fee with respect to any Corrected Mortgage Loan will cease to be payable if such
Corrected Mortgage Loan again becomes a Specially Serviced Mortgage Loan or if
the related Mortgaged Property becomes an REO Property; provided that a new
Workout Fee would become payable if and when such Serviced Mortgage Loan again
became a Corrected Mortgage Loan after having again become a Specially Serviced
Mortgage Loan. If a Special Servicer is terminated or resigns, such Special
Servicer shall retain the right (and the applicable successor Special Servicer
shall not have the right) to receive any and all Workout Fees payable in respect
of (i) any Serviced Mortgage Loans serviced by such Special Servicer that became
Corrected Mortgage Loans during the period that it acted as Special Servicer and
that were still Corrected Mortgage Loans at the time of such termination or
resignation and (ii) unless such Special Servicer was terminated for cause (in
which case only clause (i) above shall apply), any Serviced Mortgage Loans that
constitute Specially Serviced Mortgage Loans for which such Special Servicer has
resolved the circumstances and/or conditions causing any such Mortgage Loan to
be a Specially Serviced Mortgage Loan such that the related Borrower has made,
as of the date of such termination or resignation, at least one timely Monthly
Payment required by the terms of the workout and such Mortgage Loan otherwise
meets the requirements of a Corrected Mortgage Loan, with the Workout Fee with
respect to such Mortgage Loan payable only after such requirements have been
satisfied; provided, however, that (A) in either case no other event has
occurred as of the time of such Special Servicer's termination or resignation
that would otherwise cause such Mortgage Loan to again become a Specially
Serviced Mortgage Loan and (B) in the case of any Specially Serviced Mortgage
Loan described in clause (ii) of this sentence, such terminated Special Servicer
shall immediately deliver the related Servicing File to the applicable Master
Servicer, and the applicable Master Servicer shall (without further
compensation) monitor that all conditions precedent to such Mortgage Loan's
becoming a Corrected Mortgage Loan are satisfied and, further, shall immediately
transfer such Servicing File to the new applicable Special Servicer if and when
it becomes apparent to the applicable Master Servicer that such conditions
precedent will not be satisfied.

          As further compensation for its activities hereunder, each Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Serviced Mortgage Loan for which it is the applicable Special Servicer and
that is a Specially Serviced Mortgage Loan as to which it receives any full,
partial or discounted payoff from the related Borrower and with respect to each
Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan and
Administered REO Property for which it is the applicable Special Servicer and as
to which it receives any Condemnation Proceeds, Insurance Proceeds or
Liquidation Proceeds (other than in connection with (A) the purchase of any such
Specially Serviced Mortgage Loan by the General Special Servicer or the Majority
Controlling Class Certificateholder(s) pursuant to or as contemplated by Section
3.18, (B) the purchase or other acquisition of any such Specially Serviced
Mortgage Loan or Administered REO Property by any Controlling Class
Certificateholder(s), the Sole Certificateholder(s), a Master Servicer or a
Special Servicer pursuant to Section 9.01, (C) the repurchase or replacement of
any such Specially Serviced Mortgage Loan or Administered REO Property by a
Pooled Mortgage Loan Seller pursuant to the related Pooled Mortgage Loan
Purchase Agreement as a result of a Material Breach or Material Document Defect,
(D) in the case of a Mortgage Loan included in a Serviced Mortgage Loan Group or
any related Administered REO Property, the purchase or other acquisition of any
such Specially Serviced Mortgage Loan or Administered REO Property by any
related Non-Pooled Mortgage Loan Noteholder pursuant to or as contemplated by
Sections 3.27 and/or 3.28, as applicable, or (E) the purchase of any such
Specially Serviced Mortgage Loan or Administered REO Property by any other
creditor of the related Borrower or any of its Affiliates or other equity
holders pursuant to a right under the related Mortgage Loan Documents (provided
that such right is exercised within the period and in the manner required under
such Mortgage Loan Documents and the payment of the Liquidation Fee would not
otherwise be covered by the price to be paid by such creditor). In no event
shall any Liquidation Fee accrue or be payable in connection with any
Liquidation Event involving


                                     -156-



a Non-Trust-Serviced Pooled Mortgage Loan or any related REO Property (including
any purchase of such Mortgage Loan by the holder of any related
Non-Trust-Serviced Non-Pooled Pari Passu Companion Loan in accordance with the
related Mortgage Loan Group Intercreditor Agreement and the related Non-Trust
Servicing Agreement). As to each such Specially Serviced Mortgage Loan or
Administered REO Property for which the Special Servicer is entitled to a
Liquidation Fee as set forth above, such Liquidation Fee shall be payable out
of, and shall be calculated by application of the Liquidation Fee Rate to, any
such full, partial or discounted payoff, Condemnation Proceeds, Insurance
Proceeds and/or Liquidation Proceeds received or collected in respect thereof
(other than any portion of such payment or proceeds that represents Post-ARD
Additional Interest or Default Charges) and any Liquidation Fees earned with
respect to any Serviced Non-Pooled Subordinate Loan will be payable solely out
of collections on such Serviced Non-Pooled Subordinate Loan; provided, however,
that any Liquidation Fees earned with respect to a Serviced Mortgage Loan in a
Serviced Mortgage Loan Group that has a Serviced Non-Pooled Subordinate Loan
shall be payable out of any collections on or with respect to such related
Serviced Non-Pooled Subordinate Loan and/or the related Serviced Non-Pooled
Subordinate Noteholder's share of collections on any related REO Property prior
to payment out of any collections otherwise described above. The Liquidation Fee
with respect to any such Specially Serviced Mortgage Loan will not be payable if
such Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan.

          A Special Servicer's right to receive any Special Servicing Fee,
Workout Fee and/or Liquidation Fee to which it is entitled may not be
transferred in whole or in part except in connection with the transfer of all of
such Special Servicer's responsibilities and obligations under this Agreement
and except as otherwise expressly provided herein.

          (d) Each Special Servicer shall be entitled to receive the following
items as additional special servicing compensation (the following items,
collectively, the "Additional Special Servicing Compensation"):

                    (i) any and all Net Default Charges actually collected with
          respect to any Serviced Pooled Mortgage Loan for which such Special
          Servicer is the applicable Special Servicer or any successor REO
          Mortgage Loan with respect thereto, to the extent that such Net
          Default Charges are payable to such Special Servicer under Section
          3.26;

                    (ii) any and all assumption fees, assumption application and
          processing fees, modification fees, extension fees, consent fees,
          release fees, waiver fees, fees paid in connection with defeasance and
          earn-out fees or other similar fees (excluding Prepayment Premiums and
          Yield Maintenance Charges), to the extent actually collected during
          the related Collection Period with respect to any Specially Serviced
          Mortgage Loans or any REO Mortgage Loans (other than any
          Non-Trust-Serviced Mortgage Loan or any successor REO Property with
          respect thereto) for which such Special Servicer is the applicable
          Special Servicer;

                    (iii) 50% of any assumption fees, modification fees,
          extension fees, consent fees, release fees, waiver fees, fees paid in
          connection with defeasance and earn-out fees or other similar fees
          (excluding Prepayment Premiums, Yield Maintenance Charges and
          application and processing fees), in each case to the extent actually
          collected during the related Collection Period with respect to
          Performing Serviced Mortgage Loans for which such Special Servicer is
          the applicable Special Servicer in connection with a consent, approval
          or other action that the applicable Master Servicer is not permitted
          to take in the absence of the consent or approval (or deemed consent
          or approval) of such Special Servicer under the other provisions of
          this Agreement; and

                    (iv) interest or other income earned on deposits in any REO
          Account maintained by such Special Servicer, in accordance with
          Section 3.06(b) (but only to the extent of the Net Investment
          Earnings, if any, with respect to such REO Account for each Collection
          Period).

          To the extent that any of the amounts described in clauses (i) through
(iii) of the preceding paragraph are collected by a Master Servicer, such Master
Servicer shall promptly pay such amounts to the applicable Special Servicer and
shall not be required to deposit such amounts in such Master Servicer's
Collection Account, any Companion Note Custodial Account or any Subordinate Note
Custodial Account pursuant to Section 3.04.


                                     -157-



          (e) The Master Servicers and the Special Servicers shall each be
required (subject to Section 3.11(h) below) to pay out of its own funds all
expenses incurred by it in connection with its servicing activities hereunder
(including payment of any amounts due and owing to any of Sub-Servicers retained
by it (including any termination fees) and the premiums for any blanket policy
or the standby fee or similar premium, if any, for any master force placed
policy obtained by it insuring against hazard losses pursuant to Section
3.07(b)), if and to the extent such expenses are not payable directly out of any
Collection Account, any Companion Note Custodial Account, any Subordinate Note
Custodial Account, any Servicing Account, Reserve Account or REO Account, and
none of the Master Servicers or the Special Servicers shall be entitled to
reimbursement for any such expense incurred by it except as expressly provided
in this Agreement. If either Master Servicer is required to make any Servicing
Advance hereunder at the discretion of a Special Servicer in accordance with
Section 3.19 or otherwise, such Special Servicer shall promptly provide such
Master Servicer with such documentation regarding the subject Servicing Advance
as such Master Servicer may reasonably request.

          (f) If a Master Servicer or, as contemplated by Section 3.19, a
Special Servicer is required under this Agreement to make a Servicing Advance,
but fails to do so within ten (10) days after such Advance is required to be
made, the Trustee shall, if it has actual knowledge of such failure on the part
of such Master Servicer or such Special Servicer, as the case may be, give
notice of such failure to the defaulting party. If such Advance is not made by
such Master Servicer or such Special Servicer, as the case may be, within one
Business Day after receipt of such notice, then (subject to Section 3.11(h)
below) the Trustee shall make such Advance.

          (g) The Master Servicers, the Special Servicers and the Trustee shall
each be entitled to receive interest at the Reimbursement Rate in effect from
time to time, accrued on the amount of each Servicing Advance made thereby (with
its own funds), for so long as such Servicing Advance is outstanding (it being
acknowledged that Advance Interest shall not accrue on Unliquidated Advances
related to prior Servicing Advances). Such interest with respect to any
Servicing Advances shall be payable: (i) first, in accordance with Sections 3.05
and 3.26, out of any Default Charges subsequently collected on or in respect of
the particular Pooled Mortgage Loan or REO Pooled Mortgage Loan as to which such
Servicing Advance relates; and (ii) then, after such Servicing Advance is
reimbursed, but only if and to the extent that such Default Charges are
insufficient to cover such Advance Interest, out of general collections on the
Mortgage Loans and REO Properties on deposit in the applicable Master Servicer's
Collection Account or, as and to the extent contemplated by the second paragraph
of Section 3.05(a), the other Master Servicer's Collection Account (subject to,
however, the proviso at the end of the first paragraph of subsection (I) of
Section 3.05(a)). The applicable Master Servicer shall (subject to the operation
of Section 3.05(a)(II)) reimburse itself, the applicable Special Servicer or the
Trustee, as appropriate, for any Servicing Advance made by any such Person with
respect to any Mortgage Loan or REO Property as to which such Master Servicer is
the applicable Master Servicer as soon as practicable after funds available for
such purpose are deposited in such Master Servicer's Collection Account or the
related Companion Note Custodial Account or the related Subordinate Note
Custodial Account, as applicable.

          (h) Notwithstanding anything to the contrary set forth herein, none of
the Master Servicers, the Special Servicers or the Trustee shall be required to
make any Servicing Advance that would, if made, constitute a Nonrecoverable
Servicing Advance. The determination by any Person with an obligation hereunder
to make Servicing Advances that it has made a Nonrecoverable Servicing Advance
or that any proposed Servicing Advance, if made, would constitute a
Nonrecoverable Servicing Advance, shall be made by such Person in its
reasonable, good faith judgment. In making such recoverability determination,
such Person will be entitled to consider (among other things) only the
obligations of the Borrower under the terms of the related Mortgage Loan as it
may have been modified, to consider (among other things) the related Mortgaged
Properties in their "as is" or then current conditions and occupancies, as
modified by such party's assumptions regarding the possibility and effects of
future adverse change with respect to such Mortgaged Properties, to estimate and
consider (among other things) future expenses and to estimate and consider
(among other things) the timing of recoveries. In addition, any such Person may
update or change its recoverability determinations at any time and may obtain
any analysis, Appraisals or market value estimates or other information in the
possession of the applicable Special Servicer for such purposes. Any
determination by any Person with an obligation hereunder to make Servicing
Advances 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 promptly to
the Depositor, the Certificate Administrator, the Trustee (unless it is the
Person making


                                     -158-



such determination), the applicable Special Servicer and the Controlling Class
Representative and, if a Serviced Mortgage Loan Group is involved, the
applicable Serviced Non-Pooled Mortgage Loan Noteholder(s), setting forth the
basis for such determination, accompanied by a copy of any Appraisal of the
related Mortgaged Property or REO Property performed within the 12 months
preceding such determination by a Qualified Appraiser, and, if such reports were
used by the Master Servicer or the Trustee to determine that any Servicing
Advance is or would be nonrecoverable, further accompanied by any other
information, including engineers' reports, environmental surveys or similar
reports, that the Person making such determination may have obtained.
Notwithstanding the foregoing, absent bad faith, any such determination as to
the recoverability of any Servicing Advance shall be conclusive and binding on
the Certificateholders and, in all cases, the Trustee shall be entitled to
conclusively rely on any determination of nonrecoverability that may have been
made by the applicable Master Servicer or Special Servicer or, if appropriate,
any party under the related Non-Trust Servicing Agreement (in the case of a
Non-Trust-Serviced Pooled Mortgage Loan) with respect to a particular Servicing
Advance for any Mortgage Loan or REO Property, and the applicable Master
Servicer and the applicable Special Servicer shall each be entitled to
conclusively rely on any determination of nonrecoverability that may have been
made by the other such party or, if appropriate, any party under the related
Non-Trust Servicing Agreement (in the case of a Non-Trust-Serviced Pooled
Mortgage Loan) with respect to a particular Servicing Advance for any Mortgage
Loan or REO Property. The applicable Special Servicer shall promptly furnish any
party required to make Servicing Advances hereunder with any information in its
possession regarding the Specially Serviced Pooled Mortgage Loans and REO
Properties as such party required to make Servicing Advances may reasonably
request. A copy of any such Officer's Certificate (and accompanying information)
of a Master Servicer shall also be delivered promptly to the applicable Special
Servicer, a copy of any such Officer's Certificate (and accompanying
information) of the applicable Special Servicer shall also be promptly delivered
to the Master Servicer for the subject Mortgage Loan or REO Property, and a copy
of any such Officer's Certificates (and accompanying information) of the Trustee
or any Fiscal Agent shall also be promptly delivered to the Certificate
Administrator, the Controlling Class Representative, the applicable Special
Servicer, the applicable Master Servicer and, if a Serviced Mortgage Loan Group
is involved, the related Serviced Non-Pooled Mortgage Loan Noteholder(s). The
applicable Master Servicer shall consider Unliquidated Advances in respect of
prior Servicing Advances as outstanding Advances for purposes of recoverability
determinations as if such Unliquidated Advance were a Servicing Advance.

          The applicable Special Servicer for each Serviced Mortgage Loan shall
also be entitled to make a determination (subject to the same standards and
procedures that apply in connection with a determination by the applicable
Master Servicer) to the effect that a prior Servicing Advance (or Unliquidated
Advance in respect thereof) previously made hereunder by the applicable Master
Servicer (or, if applicable, the Trustee) constitutes a Nonrecoverable Servicing
Advance or that any proposed Servicing Advance by the applicable Master Servicer
(or, if applicable, the Trustee), if made, would constitute a Nonrecoverable
Servicing Advance, in which case such Servicing Advance shall constitute a
Nonrecoverable Servicing Advance for all purposes of this Agreement.

          (i) Notwithstanding anything to the contrary set forth herein, the
applicable Master Servicer may (and, at the direction of the applicable Special
Servicer if a Serviced Mortgage Loan that is a Specially Serviced Mortgage Loan
or an Administered REO Property is involved, shall) pay directly out of such
Master Servicer's Collection Account any servicing expense that, if paid by the
applicable Master Servicer or the Special Servicer, would constitute a
Nonrecoverable Servicing Advance for the subject Mortgage Loan or REO Property;
provided that (A) it shall be a condition to such payment that the applicable
Master Servicer (or the applicable Special Servicer, if a Specially Serviced
Mortgage Loan or an Administered REO Property is involved) has determined in
accordance with the Servicing Standard that making such payment is in the best
interests of the Certificateholders and, if applicable, the Serviced Non-Pooled
Mortgage Loan Noteholders (as a collective whole), as evidenced by an Officer's
Certificate delivered promptly to the Depositor, the Certificate Administrator,
the Trustee and the Controlling Class Representative and, if a Serviced Mortgage
Loan Group is involved, the related Serviced Non-Pooled Mortgage Loan
Noteholder(s), setting forth the basis for such determination and accompanied by
any information that such Person may have obtained that supports such
determination; (B) if such servicing expense relates to a Serviced Mortgage Loan
Group, the payment of such expense shall be subject to the proviso at the end of
the first paragraph of subsection (I) of Section 3.05(a); and (C) such servicing
expense shall be deemed to constitute a Nonrecoverable Advance for purposes of
subsection (II)(iv) of Section 3.05(a) and the definition of


                                     -159-



"Principal Distribution Amount" and the terms and conditions set forth in such
subsection that are applicable to Nonrecoverable Advances shall apply to such
servicing expense. A copy of any such Officer's Certificate (and accompanying
information) of a Master Servicer shall also be delivered promptly to the
Controlling Class Representative (and, if a Serviced Mortgage Loan Group is
involved, the related Serviced Non-Pooled Mortgage Loan Noteholder(s)) and the
applicable Special Servicer, and a copy of any such Officer's Certificate (and
accompanying information) of the applicable Special Servicer shall also be
promptly delivered to the applicable Master Servicer and the Controlling Class
Representative (and, if a Serviced Mortgage Loan Group is involved, the related
Serviced Non-Pooled Mortgage Loan Noteholder(s)).

          SECTION 3.12. Property Inspections; Collection of Financial
                        Statements.

          (a) The applicable Special Servicer shall perform or cause to be
performed a physical inspection of a Mortgaged Property securing a Specially
Serviced Mortgage Loan as soon as practicable (but in any event not later than
60 days) after the subject Serviced Mortgage Loan becomes a Specially Serviced
Mortgage Loan (and such Special Servicer shall continue to perform or cause to
be performed a physical inspection of the subject Mortgaged Property at least
once per calendar year thereafter for so long as the subject Serviced Mortgage
Loan remains a Specially Serviced Mortgage Loan or if such Mortgaged Property
becomes an REO Property); provided that such Special Servicer shall be entitled
to reimbursement of the reasonable and direct out-of-pocket expenses incurred by
it in connection with each such inspection as Servicing Advances and otherwise
as contemplated by Section 3.05(a). The applicable Master Servicer shall, at its
own expense, inspect or cause to be inspected each Mortgaged Property (other
than the Mortgaged Property securing a Non-Trust-Serviced Pooled Mortgage Loan,
Mortgaged Properties related to Specially Serviced Mortgage Loans and REO
Properties), every calendar year beginning in 2007, or every second calendar
year beginning in 2007 if the unpaid principal balance of the related Serviced
Pooled Mortgage Loan is less than $2,000,000; provided that with respect to any
Serviced Pooled Mortgage Loan (other than a Specially Serviced Pooled Mortgage
Loan) that has an unpaid principal balance of less than $2,000,000 and has been
placed on the CMSA Servicer Watch List, the applicable Master Servicer, at its
own expense, shall, at the request of the Controlling Class Representative (or,
if such Serviced Pooled Mortgage Loan is included in a Serviced Mortgage Loan
Group, at the request of either the Controlling Class Representative or the
related Serviced Mortgage Loan Group Controlling Party if and to the extent
required under the applicable Mortgage Loan Group Intercreditor Agreement),
inspect or cause to be inspected the related Mortgaged Property every calendar
year beginning in 2007 so long as such Mortgage Loan continues to be on the CMSA
Servicer Watch List; and provided, further, that neither Master Servicer will be
obligated to inspect any particular Mortgaged Property during any one-year or
two-year, as applicable, period contemplated above in this sentence, if the
applicable Special Servicer has already done so during that period pursuant to
the preceding sentence. Each of the Master Servicers and the Special Servicers
shall prepare (and, promptly following preparation, if there has been a material
adverse change in the condition of the subject Mortgaged Property or REO
Property, as applicable), deliver to or make available (on such Master
Servicer's or Special Servicer's internet website) to the Trustee, the
Controlling Class Representative, the applicable Master Servicer or Special
Servicer (and, if a Mortgaged Property or REO Property relates to a Serviced
Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan Noteholder(s)
if and to the extent required under the applicable Mortgage Loan Group
Intercreditor Agreement), and the Rating Agencies) a written report of each such
inspection performed by it or on its behalf that sets forth in detail the
condition of the subject Mortgaged Property and that specifies the occurrence or
existence of: (i) any vacancy in the Mortgaged Property that is, in the
reasonable judgment of such Master Servicer or Special Servicer (or its
respective designee), as the case may be, material and is evident from such
inspection, (ii) any abandonment of the Mortgaged Property, (iii) any change in
the condition or value of the Mortgaged Property that is, in the reasonable
judgment of such Master Servicer or Special Servicer (or its respective
designee), as the case may be, material and is evident from such inspection,
(iv) any waste on or deferred maintenance in respect of the Mortgaged Property
that is evident from such inspection or (v) any capital improvements made that
are evident from such inspection. Such report may be in the form of the standard
property inspection report (or such other form for the presentation of such
information) as may from time to time be recommended by the CMSA for commercial
mortgage-backed securities transactions generally. Each of the Master Servicers
and the Special Servicers shall deliver to the Controlling Class Representative,
and, if applicable, the applicable Serviced Non-Pooled Mortgage Loan
Noteholder(s) and, upon request, to the Certificate Administrator and the
Trustee a copy (or image in suitable electronic


                                     -160-



media) of each such written report prepared by it, in each case within 30 days
following the request (or, if later or if request is not required, within 30
days following the later of completion of the related inspection if the
inspection is performed by the applicable Master Servicer or Special Servicer,
as appropriate, or receipt of the related inspection report if the inspection is
performed by a third party). The copy of each such inspection report that is
delivered by a Master Servicer or Special Servicer to the Controlling Class
Representative shall be imaged with the ARCap Naming Convention for Electronic
File Delivery.

          (b) Commencing with respect to the calendar year ending on December
31, 2006, the applicable Special Servicer, in the case of any Specially Serviced
Mortgage Loan, and the applicable Master Servicer, in the case of each
Performing Serviced Mortgage Loan, shall make reasonable efforts to collect
promptly from each related Borrower quarterly and annual operating statements,
budgets and rent rolls of the related Mortgaged Property, and quarterly and
annual financial statements of such Borrower, whether or not delivery of such
items is required pursuant to the terms of the related Mortgage Loan Documents.
The applicable Master Servicer shall deliver images in suitable electronic media
(and labeled according to the ARCap Naming Convention for Electronic File
Delivery) of all of the foregoing items so collected or obtained by it to the
Persons and in the time and manner set forth in Section 4.02(d). In addition,
the applicable 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 applicable Special Servicer shall deliver images in suitable
electronic media (and labeled according to the ARCap Naming Convention for
Electronic File Delivery) of all of the foregoing items so collected or obtained
by it to the applicable Master Servicer, the Controlling Class Representative
and, if a Serviced Mortgage Loan Group is involved, the applicable Serviced
Non-Pooled Mortgage Loan Noteholder(s) if and to the extent required under the
applicable Mortgage Loan Group Intercreditor Agreement, within 30 days of its
receipt thereof. In addition, to the extent that the applicable Master Servicer
receives any quarterly financial statements for the quarter ended September 30,
2006, such Master Servicer shall forward copies of such financial statements to
the Controlling Class Representative.

          SECTION 3.13. [Reserved].

          SECTION 3.14. [Reserved].

          SECTION 3.15. Access to Information.

          (a) Each of the Master Servicers and the Special Servicers shall
afford to the OTS, the FDIC, any other banking or insurance regulatory authority
that may exercise authority over any Certificateholder or Certificate Owner, the
Certificate Administrator, the Trustee, the Depositor, each Underwriter, each
Rating Agency, the Controlling Class Representative and each Serviced Non-Pooled
Mortgage Loan Noteholder, access to any records regarding the Mortgage Loans
(or, in the case of a Serviced Non-Pooled Mortgage Loan Noteholder, only the
related Serviced Non-Pooled Mortgage Loan) and the servicing thereof within its
control, except to the extent it is prohibited from doing so by applicable law,
the terms of the related Mortgage Loan Documents or contract entered into prior
to the Closing Date or to the extent such information is subject to a privilege
under applicable law to be asserted on behalf of the Certificateholders. At the
election of the applicable Master Servicer, such access may be afforded to the
Certificate Administrator, the Trustee, the Depositor, each Rating Agency, the
Controlling Class Representative and each Serviced Non-Pooled Mortgage Loan
Noteholder, by the delivery of copies of information as requested by such Person
and the applicable Master Servicer shall be permitted to require payment of a
sum sufficient to cover the reasonable out-of-pocket costs incurred by it in
making such copies (other than with respect to the Rating Agencies); provided,
however, that the applicable Master Servicer shall be entitled to require such
payment from the Controlling Class Representative in any single calendar month
only to the extent that such costs in such month exceed $100.00. Such access
shall otherwise be afforded without charge but only upon reasonable prior
written request and during normal business hours at the offices of the
particular Master Servicer or Special Servicer, as the case may be, designated
by it.

          (b) In connection with providing access to information pursuant to
clause (a) of this Section 3.15, each of the Master Servicers and the Special
Servicers may (i) affix a reasonable disclaimer to any information provided by
it for which it is not the original source (without suggesting liability on the
part of any other party hereto); (ii) affix to


                                     -161-



any information provided by it a reasonable statement regarding securities law
restrictions on such information and/or condition access to information on the
execution of a reasonable confidentiality agreement; (iii) withhold access to
confidential information or any intellectual property; and (iv) withhold access
to items of information contained in the Servicing File for any Serviced
Mortgage Loan if the disclosure of such items is prohibited by applicable law or
the provisions of any related Mortgage Loan Documents or would constitute a
waiver of the attorney-client privilege.

          (c) Upon the request of the Controlling Class Representative or the
Serviced Mortgage Loan Group Controlling Party (in connection with a Serviced
Mortgage Loan Group that includes one or more Non-Pooled Subordinate Loans), as
applicable, made not more frequently than once a month during the normal
business hours of the Master Servicers and the Special Servicers, each of the
Master Servicers and the Special Servicers shall, without charge, make a
knowledgeable Servicing Officer available either by telephone (with Servicing
Officers of each of the Master Servicers and Special Servicers participating
simultaneously if the Controlling Class Representative or the related Serviced
Mortgage Loan Group Controlling Party, as applicable, so requests) or, at the
option of the Controlling Class Representative or the related Serviced Mortgage
Loan Group Controlling Party, as applicable, if it provides reasonable advance
notice, at the office of such Servicing Officer, to verbally answer questions
from the Controlling Class Representative or the related Serviced Mortgage Loan
Group Controlling Party, as applicable, regarding the performance and servicing
of the Serviced Mortgage Loans and/or Administered REO Properties for which such
Master Servicer or such Special Servicer, as the case may be, is responsible.

          (d) Notwithstanding any provision of this Agreement to the contrary,
the failure of a Master Servicer or Special Servicer to disclose any information
otherwise required to be disclosed by it pursuant to this Agreement shall not
constitute a breach of this Agreement to the extent that such Master Servicer or
such Special Servicer, as the case may be, determines, in its reasonable and
good faith judgment consistent with the Servicing Standard, that such disclosure
would violate applicable law or any provision of a Mortgage Loan Document
prohibiting disclosure of information with respect to the Mortgage Loans or the
Mortgaged Properties, constitute a waiver of the attorney-client privilege on
behalf of the Trust or the Trust Fund or otherwise materially harm the Trust or
the Trust Fund.

          (e) None of the Master Servicers or the Special Servicers shall be
liable for providing, disseminating or withholding information in accordance
with the terms of this Agreement. In addition to their other rights hereunder,
each of the Master Servicers and the Special Servicers (and their respective
employees, attorneys, officers, directors and agents) shall, in each case, be
indemnified by the Trust Fund for any claims, losses or expenses arising from
any such provision, dissemination or withholding.

          SECTION 3.16. Title to Administered REO Property; REO Account.

          (a) If title to any Administered REO Property is acquired, the deed or
certificate of sale shall be issued to the Trustee or its nominee, on behalf of
the Certificateholders (and, in the case of a Serviced Mortgage Loan Group, also
the related Serviced Non-Pooled Mortgage Loan Noteholder(s)), or, subject to
Section 3.09(b), to a single member limited liability company of which the Trust
is the sole member, which limited liability company is formed or caused to be
formed by the applicable Special Servicer at the expense of the Trust (or, in
the case of any REO Property related to a Pooled Mortgage Loan that is part of a
Serviced Mortgage Loan Group, the Trust and the related Serviced Non-Pooled
Mortgage Loan Noteholders; it being the intention that any related Serviced
Non-Pooled Subordinate Noteholder bear such expense prior to the Trust) for the
purpose of taking title to one or more REO Properties pursuant to this
Agreement. Any such limited liability company formed by such Special Servicer
shall be a manager-managed limited liability company, with such Special Servicer
to serve as the initial manager to manage the property of the limited liability
company, including any applicable Administered REO Property, in accordance with
the terms of this Agreement as if such property was held directly in the name of
the Trust or Trustee under this Agreement. The applicable Special Servicer shall
sell any Administered REO Property in accordance with Section 3.18 by the end of
the third calendar year following the year in which the Trust acquires ownership
of such REO Property for purposes of Section 860G(a)(8) of the Code, unless such
Special Servicer either (i) applies, more than 60 days prior to the expiration
of such liquidation period, and is granted an extension of time (an "REO
Extension") by the IRS to sell such REO Property or (ii) obtains for the Trustee
an Opinion of Counsel, addressed to the Trustee, to the effect that the holding
by the Trust of such REO Property subsequent


                                     -162-



to the end of the third calendar year following the year in which such
acquisition occurred will not result in an Adverse REMIC Event with respect to
any REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor
Trust Pool. Regardless of whether such Special Servicer applies for or is
granted the REO Extension contemplated by clause (i) of the immediately
preceding sentence or obtains the Opinion of Counsel referred to in clause (ii)
of such sentence, such Special Servicer shall act in accordance with the
Servicing Standard to liquidate the subject Administered REO Property on a
timely basis. If such Special Servicer is granted such REO Extension or obtains
such Opinion of Counsel with respect to any Administered REO Property, such
Special Servicer shall (i) promptly forward a copy of such REO Extension or
Opinion of Counsel to the Trustee, and (ii) sell the subject Administered REO
Property within such extended period as is permitted by such REO Extension or
contemplated by such Opinion of Counsel, as the case may be. Any expense
incurred by a Special Servicer in connection with its applying for and being
granted the REO Extension contemplated by clause (i) of the third preceding
sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of
the third preceding sentence, and for the creation of and the operating of a
limited liability company, shall be covered by, and be reimbursable as, a
Servicing Advance.

          (b) The applicable Special Servicer shall segregate and hold all funds
collected and received by it in connection with any Administered REO Property
separate and apart from its own funds and general assets. If any REO Acquisition
occurs in respect of any Mortgaged Property securing a Serviced Mortgage Loan,
then the applicable Special Servicer shall establish and maintain one or more
accounts (collectively, an "REO Account"), to be held on behalf of the Trustee
in trust for the benefit of the Certificateholders (or, in the case of any REO
Property related to a Serviced Mortgage Loan Group, on behalf of both the
Certificateholders and the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)), as a collective whole, for the retention of revenues and other
proceeds derived from such Administered REO Property. Each account that
constitutes an REO Account shall be an Eligible Account. The applicable Special
Servicer shall deposit, or cause to be deposited, in its REO Account, within one
Business Day following receipt, all REO Revenues, Insurance Proceeds,
Condemnation Proceeds and Liquidation Proceeds received in respect of an
Administered REO Property. Funds in an REO Account may be invested in Permitted
Investments in accordance with Section 3.06. The Special Servicer is authorized
to pay out of related Liquidation Proceeds, Insurance Proceeds and/or
Condemnation Proceeds, if any, any Liquidation Expenses incurred in respect of
an Administered REO Property and outstanding at the time such proceeds are
received, as well as any other items that otherwise may be paid by the
applicable Master Servicer out of such Liquidation Proceeds as contemplated by
Section 3.05(a). The applicable Special Servicer shall be entitled to make
withdrawals from its REO Account to pay itself, as Additional Special Servicing
Compensation, interest and investment income earned in respect of amounts held
in such REO Account as provided in Section 3.06(b) (but only to the extent of
the Net Investment Earnings, if any, with respect to such REO Account for any
Collection Period). The applicable Special Servicer shall give notice to the
other parties hereto of the location of its REO Account when first established
and of the new location of such REO Account prior to any change thereof.

          (c) The applicable Special Servicer shall withdraw from its REO
Account funds necessary for the proper operation, management, leasing,
maintenance and disposition of any Administered REO Property, but only to the
extent of amounts on deposit in such REO Account relating to such Administered
REO Property. Monthly within two (2) Business Days following the end of each
Collection Period, each Special Servicer shall withdraw from its REO Account and
deposit into the applicable Master Servicer's Collection Account, or deliver to
the applicable Master Servicer for deposit into such Collection Account, the
aggregate of all amounts received in respect of each Administered REO Property
during such Collection Period that are then on deposit in such REO Account, net
of any withdrawals made out of such amounts pursuant to the preceding sentence;
provided that (A) in the case of each Administered REO Property, the applicable
Special Servicer may retain in its REO Account such portion of such proceeds and
collections as may be necessary to maintain a reserve of sufficient funds for
the proper operation, management, leasing, maintenance and disposition of such
Administered REO Property (including the creation of a reasonable reserve for
repairs, replacements, necessary capital improvements and other related
expenses), such reserve not to exceed an amount sufficient to cover such items
reasonably expected to be incurred during the following 12-month period and (B)
if such REO Property relates to a Serviced Mortgage Loan Group, the applicable
Master Servicer shall make, from such amounts so deposited or remitted as
described above, any deposits into any related Companion Note Custodial Account
and/or related Subordinate Note Custodial Account contemplated by Section
3.04(e) or Section 3.04(f), as applicable. For the avoidance of doubt, such


                                     -163-



amounts withdrawn from an REO Account and deposited into the applicable Master
Servicer's Collection Account following the end of each Collection Period
pursuant to the preceding sentence shall, upon such deposit, be construed to
have been received by the applicable Master Servicer during such Collection
Period.

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

          (e) Notwithstanding anything to the contrary, this Section 3.16 shall
not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage
Loan.

          SECTION 3.17. Management of Administered REO Property.

          (a) Prior to the acquisition of title to any Mortgaged Property
securing a defaulted Serviced Mortgage Loan, the applicable Special Servicer
shall review the operation of such Mortgaged Property and determine the nature
of the income that would be derived from such property if it were acquired by
the Trust. If the applicable Special Servicer determines from such review that:

                    (i) None of the income from Directly Operating such
          Mortgaged Property would be subject to tax as "net income from
          foreclosure property" within the meaning of the REMIC Provisions (such
          tax referred to herein as an "REO Tax"), then such Mortgaged Property
          may be Directly Operated by such Special Servicer as REO Property,
          other than holding such REO Property for sale or lease or performing
          construction work thereon;

                    (ii) Directly Operating such Mortgaged Property as an REO
          Property could result in income from such property that would be
          subject to an REO Tax, but that a lease of such property to another
          party to operate such property, or the performance of some services by
          an Independent Contractor with respect to such property, or another
          method of operating such property would not result in income subject
          to an REO Tax, then such Special Servicer may (provided that in the
          judgment of such Special Servicer, exercised in accordance with the
          Servicing Standard, it is commercially reasonable) so lease or
          otherwise operate such REO Property; or

                    (iii) It is reasonable to believe that Directly Operating
          such property as REO Property could result in income subject to an REO
          Tax and either (i) that the income or earnings with respect to such
          REO Property will offset any REO Tax relating to such income or
          earnings and will maximize the net recovery from the applicable REO
          Property to the Certificateholders (taking into account that any
          related Serviced Non-Pooled Mortgage Loan Noteholder(s) do not have
          any obligation under the related Mortgage Loan Group Intercreditor
          Agreement to bear the effect of any such REO Tax) or (ii) that no
          commercially reasonable means exists to operate such property as REO
          Property without the Trust incurring or possibly incurring an REO Tax
          on income from such property, then such Special Servicer shall deliver
          to the Tax Administrator and the Controlling Class Representative
          (and, if a Serviced Mortgage Loan Group is involved, the related
          Serviced Mortgage Loan Group Controlling Party to the extent required
          under the applicable Mortgage Loan Group Intercreditor Agreement), in
          writing, a proposed plan (the "Proposed Plan") to manage such property
          as REO Property. Such plan shall include potential sources of income
          and good faith estimates of the amount of income from each such
          source. Within a reasonable period of time after receipt of such plan,
          the Tax Administrator shall consult with the applicable Special
          Servicer and shall advise such Special Servicer of the Trust's federal
          income tax reporting position with respect to the various sources of
          income that the Trust would derive under the Proposed Plan. In
          addition, the Tax Administrator shall (to the maximum extent
          reasonably possible and at a reasonable fee, which fee shall be an
          expense of the Trust) advise such Special Servicer of the estimated
          amount of taxes that the Trust would be required to pay with respect
          to each such source of income. After receiving the information
          described in the two preceding sentences from the Tax Administrator,
          such Special Servicer shall either (A) implement the Proposed Plan
          (after acquiring the respective Mortgaged Property as REO Property) or
          (B) manage and operate such property in a manner that would not result
          in the imposition of an REO Tax on the income derived from such
          property.


                                     -164



          Subject to Section 3.17(b), the applicable Special Servicer's decision
as to how each Administered REO Property shall be managed and operated shall be
in accordance with the Servicing Standard. Neither the applicable Special
Servicer nor the Tax Administrator shall be liable to the Certificateholders,
the Trustee, the Trust, the other parties hereto, any beneficiaries hereof or
each other for errors in judgment made in good faith in the exercise of their
discretion while performing their respective responsibilities under this Section
3.17(a) with respect to any Administered REO Property. Nothing in this Section
3.17(a) is intended to prevent the sale of any Administered REO Property
pursuant to the terms and subject to the conditions of Section 3.18.

          (b) If title to any Administered REO Property is acquired, the
applicable Special Servicer shall manage, conserve, protect and operate such REO
Property for the benefit of the Certificateholders (or, in the case of any REO
Property related to a Serviced Mortgage Loan Group, on behalf of both the
Certificateholders and the related Serviced Non-Pooled Mortgage Loan
Noteholder(s)), as a collective whole, solely for the purpose of its prompt
disposition and sale in accordance with Section 3.18, in a manner that does not
cause such Administered REO Property to fail to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code or, except as
contemplated by Section 3.17(a), result in the receipt by any REMIC Pool of any
"income from non-permitted assets" within the meaning of Section 860F(a)(2)(B)
of the Code, in an Adverse REMIC Event with respect to any REMIC Pool or in an
Adverse Grantor Trust Event with respect to any Grantor Trust Pool. Except as
contemplated by Section 3.17(a), the applicable Special Servicer shall not enter
into any lease, contract or other agreement with respect to any Administered REO
Property that causes the Trust to receive, and (unless required to do so under
any lease, contract or agreement to which the applicable Special Servicer or the
Trust may become a party or successor to a party due to a foreclosure,
deed-in-lieu of foreclosure or other similar exercise of a creditor's rights or
remedies with respect to the related Serviced Mortgage Loan) shall not, with
respect to any Administered REO Property, cause or allow the Trust to receive,
any "net income from foreclosure property" that is subject to taxation under the
REMIC Provisions. Subject to the foregoing, however, the applicable Special
Servicer shall have full power and authority to do any and all things in
connection with the administration of any Administered REO Property, as are
consistent with the Servicing Standard and, consistent therewith, shall withdraw
from its REO Account, to the extent of amounts on deposit therein with respect
to such REO Property, funds necessary for the proper operation, management,
maintenance and disposition of such REO Property, including:

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

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

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

                    (iv) all other costs and expenses necessary to maintain,
          lease, sell, protect, manage, operate and restore such REO Property.

To the extent that amounts on deposit in the applicable Special Servicer's REO
Account with respect to any Administered REO Property are insufficient for the
purposes contemplated by the preceding sentence with respect to such REO
Property, the applicable Master Servicer shall, at the direction of such Special
Servicer, but subject to Section 3.11(h), make a Servicing Advance of such
amounts as are necessary for such purposes unless such Master Servicer or such
Special Servicer determines, in its reasonable judgment, that such advances
would, if made, be Nonrecoverable Servicing Advances; provided, however, that
such Master Servicer may in its sole discretion make any such Servicing Advance
without regard to recoverability if it is a necessary fee or expense incurred in
connection with the defense or prosecution of legal proceedings.


                                     -165-



          (c) The applicable Special Servicer may, and, if required for the
Administered REO Property to continue to qualify as "foreclosure property"
within the meaning of Section 860G(a)(8) of the Code, shall, contract with any
Independent Contractor for the operation and management of any Administered REO
Property, provided that:

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

                    (ii) the fees of such Independent Contractor (which shall be
          expenses of the Trust) shall be reasonable and customary in
          consideration of the nature and locality of such REO Property;

                    (iii) any such contract shall be consistent with Treasury
          Regulations Section 1.856-6(e)(6) and shall require, or shall be
          administered to require, that the Independent Contractor, in a timely
          manner, (A) pay all costs and expenses incurred in connection with the
          operation and management of such REO Property, including those listed
          in Section 3.17(b) above, and (B) remit all related revenues collected
          (net of its fees and such costs and expenses) to such 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 such Special Servicer of any of
          its duties and obligations hereunder with respect to the operation and
          management of any such REO Property; and

                    (v) such 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, and such Special Servicer shall comply with the
          Servicing Standard in maintaining such Independent Contractor.

Each Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of such Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with any
Independent Contractor for the operation and management of any Administered REO
Property are greater than the revenues available from such property, such excess
costs shall be covered by, and be reimbursable as, a Servicing Advance.

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

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

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

                    (iii) authorize or permit any construction on any REO
          Property, other than the repair or maintenance thereof or the
          completion of a building or other improvement thereon, and then only
          if more than 10% of the construction of such building or other
          improvement was completed before default on the related Mortgage Loan
          become imminent, all within the meaning of Section 856(e)(4)(B) of the
          Code; or

                    (iv) except as otherwise provided for in Section 3.17(a)(i),
          (a)(ii) and (a)(iii) and above, 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.

          (e) Notwithstanding anything to the contrary, this Section 3.17 shall
not apply to any REO Property related to a Non-Trust-Serviced Pooled Mortgage
Loan.


                                     -166-



          SECTION 3.18. Fair Value Option; Sale of Administered REO Properties;
                        Sale of the Non-Trust- Serviced Pooled Mortgage Loan.

          (a) The applicable Master Servicer, the applicable Special Servicer or
the Trustee may sell or purchase, or permit the sale or purchase of, a Pooled
Mortgage Loan or REO Property (or, in the case of any REO Property related to a
Mortgage Loan Group, such REO Property and/or the beneficial interest of the
Trust Fund in such REO Property) only (i) on the terms and subject to the
conditions set forth in this Section 3.18, (ii) as otherwise expressly provided
in or contemplated by Sections 2.03 and 9.01 of this Agreement, (iii) in the
case of a Pooled Mortgage Loan (or REO Property related thereto) with a related
mezzanine loan, in connection with a Mortgage Loan default if and as set forth
in the related intercreditor agreement, (iv) in the case of a Pooled Mortgage
Loan (or REO Property related thereto) included in a Serviced Mortgage Loan
Group, in connection with a Mortgage Loan default if and as set forth in the
related Mortgage Loan Group Intercreditor Agreement, or (v) in the case of a
Non-Trust-Serviced Pooled Mortgage Loan (or REO Property related thereto),
pursuant to a purchase option (if any) under the related Mortgage Loan Group
Intercreditor Agreement and/or the related Non-Trust Servicing Agreement.

          (b) If any Pooled Mortgage Loan becomes a Specially Designated
Defaulted Pooled Mortgage Loan, then the applicable Special Servicer shall so
notify the Certificate Administrator, the Trustee, the applicable Master
Servicer, the Controlling Class Representative and the Holder(s) of the
Controlling Class (and, if the affected Pooled Mortgage Loan is included in a
Serviced Mortgage Loan Group that includes one or more Serviced Non-Pooled
Subordinate Loans, the related Non-Pooled Mortgage Loan Noteholder(s)), in
writing. In addition, the applicable Special Servicer shall determine (in
accordance with the Servicing Standard, taking into account the considerations
contemplated by the following paragraph, but without regard to the Purchase
Option provided for in Section 3.18(c) below), and report to the Trustee, the
applicable Master Servicer, the Controlling Class Representative and the
Holder(s) of the Controlling Class, the Fair Value of such Pooled Mortgage Loan.
The applicable Special Servicer's determination of the Fair Value of any
Specially Designated Defaulted Pooled Mortgage Loan shall be made as soon as
reasonably practicable, but in no event later than 30 days after the applicable
Special Servicer receives the requisite Appraisal or any other third-party
reports that it deems necessary to make the determination. If at any time the
applicable Special Servicer becomes aware of any circumstances or conditions
that have occurred or arisen with respect to any Specially Designated Defaulted
Pooled Mortgage Loan or the related Mortgaged Property subsequent to, and that
would, in the applicable Special Servicer's reasonable judgment, materially
affect, the applicable Special Servicer's most recent Fair Value determination
with respect to such Specially Designated Defaulted Pooled Mortgage Loan, then
the applicable Special Servicer shall redetermine (in a manner as is permitted
above, but taking into account any such new circumstances or conditions known to
the applicable Special Servicer), and report to the Certificate Administrator,
the Trustee, the Controlling Class Representative and the applicable Master
Servicer (and the Certificate Administrator shall, in turn, report to the
Holder(s) of the Controlling Class), the updated Fair Value of the subject
Specially Designated Defaulted Pooled Mortgage Loan. In addition, if the
applicable Special Servicer has not accepted a bid at the Fair Value of the
Mortgage Loan, as most recently determined by the applicable Special Servicer,
prior to the expiration of 90 days from such determination, and thereafter the
applicable Special Servicer receives a bid at such Fair Value or a request from
a holder of the Purchase Option for an updated determination of the Fair Value
of the Mortgage Loan, the applicable Special Servicer shall redetermine (in the
same manner as provided above, but taking into account any such new
circumstances or conditions known to the applicable Special Servicer), and
report to the Trustee, the Certificate Administrator, the Controlling Class
Representative and the applicable Master Servicer (and the Certificate
Administrator shall, in turn, report to the Holder(s) of the Controlling Class),
the updated Fair Value of the subject Specially Designated Defaulted Pooled
Mortgage Loan; provided, however, that the applicable Special Servicer may rely
on the existing third-party information if it deems such reliance to be
reasonable.

          In determining the Fair Value of any Specially Designated Defaulted
Pooled Mortgage Loan, the applicable 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 related Mortgaged
Property is located, and the time and expense associated with and the expected
recovery from a purchaser's foreclosing on the related Mortgaged Property or
working out such Mortgage Loan. In addition, the applicable Special Servicer
shall refer to all relevant information contained in the Servicing File, shall
take


                                     -167-



into account the most recent Appraisal obtained or conducted with respect
to the related Mortgaged Property in the preceding 12-month period in accordance
with this Agreement and shall not determine the Fair Value of any Specially
Designated Defaulted Pooled Mortgage Loan without such an Appraisal; provided
that the applicable Special Servicer shall take account of any change in the
circumstances regarding or the condition of the related Mortgaged Property
actually known to the applicable Special Servicer that has occurred or arisen
subsequent to, and that would materially affect the value of the related
Mortgaged Property reflected in, such Appraisal. Furthermore, the applicable
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 applicable Special Servicer,
concerning the market for distressed real estate loans and the real estate
market for the subject property type in the area where the related Mortgaged
Property is located. The applicable 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 third parties expert in real
estate or commercial mortgage loan matters with at least 5 years experience in
valuing or investing in loans similar to the subject Specially Designated
Defaulted Mortgage Loan in making such determination. The reasonable costs of
all appraisals, inspection reports and broker opinions of value, incurred by the
applicable Special Servicer pursuant to this Section 3.18(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
applicable Special Servicer in order to allow the applicable Special Servicer to
perform its duties pursuant to this Section 3.18(b).

          Notwithstanding the foregoing, no Fair Value shall be determined under
this Agreement with respect to a Non-Trust-Serviced Pooled Mortgage Loan.

          (c) The Majority Controlling Class Certificateholder(s) or any
assignee thereof may, at its or their option, purchase from the Trust any
Specially Designated Defaulted Pooled Mortgage Loan (such option, the "Purchase
Option"), at a cash price (the "Option Price") equal to the Fair Value of such
Mortgage Loan (as most recently determined by the applicable Special Servicer
and reported to the Trustee, the Certificate Administrator, the Controlling
Class Representative and the applicable Master Servicer as provided in Section
3.18(b) above) or, if no such Fair Value has yet been established as provided in
Section 3.18(b) above or if the applicable Special Servicer is in the process of
redetermining such Fair Value because of a change in circumstances, equal to the
Purchase Price; provided that:

                    (i) the Purchase Option with respect to any Specially
          Designated Defaulted Pooled Mortgage Loan will remain in effect only
          for the period (the "Option Period") that commences on the date that
          such Mortgage Loan first becomes a Specially Designated Defaulted
          Pooled Mortgage Loan and ends on the earlier of (A) the date on which
          such Mortgage Loan becomes a Corrected Mortgage Loan or otherwise
          ceases to be a Specially Designated Defaulted Pooled Mortgage Loan and
          (B) the date on which a Liquidation Event occurs with respect to such
          Pooled Mortgage Loan or the related Mortgaged Property becomes an REO
          Property;

                    (ii) the Purchase Option with respect to any Specially
          Designated Defaulted Pooled Mortgage Loan shall be assignable by the
          Majority Controlling Class Certificateholder(s) during the Option
          Period to any third party (but in any event any assignment of the
          Purchase Option to the related Borrower under such Specially
          Designated Defaulted Pooled Mortgage Loan or any Affiliate of such
          Borrower shall constitute a violation of this Section 3.18), provided
          that the parties hereto are notified in writing of the assignment;

                    (iii) if the Purchase Option with respect to any Specially
          Designated Defaulted Pooled Mortgage Loan is not exercised by the
          Majority Controlling Class Certificateholder(s) or any assignee
          thereof within 60 days after the Fair Value of such Mortgage Loan has
          initially been established as provided in Section 3.18(b) above, then
          the Majority Controlling Class Certificateholder(s) shall be deemed to
          have assigned such Purchase Option, for a 30-day period only, to the
          applicable Special Servicer;

                    (iv) during the 30-day period following the assignment to it
          of the Purchase Option with respect to any Specially Designated
          Defaulted Pooled Mortgage Loan, the applicable Special Servicer shall
          be entitled to exercise such Purchase Option or to assign such
          Purchase Option to any third party (but in any event any assignment of
          the Purchase Option to the related Borrower under such Specially
          Designated Defaulted Pooled


                                     -168-



          Mortgage Loan or any Affiliate of such Borrower shall constitute a
          violation of this Section 3.18), provided that the other parties
          hereto are notified in writing of the assignment;

                    (v) if the Purchase Option with respect to any Specially
          Designated Defaulted Pooled Mortgage Loan is not exercised by the
          applicable Special Servicer or its assignee within the 30-day period
          following the assignment of such Purchase Option to the applicable
          Special Servicer as contemplated by clause (iii) above, then such
          Purchase Option will automatically revert to the Majority Controlling
          Class Certificateholder(s); and

                    (vi) prior to any exercise of the Purchase Option with
          respect to any Specially Designated Defaulted Pooled Mortgage Loan by
          the applicable Special Servicer or any Affiliate thereof, subject to
          the following paragraph, the Trustee shall confirm and report to the
          applicable Master Servicer, the Certificate Administrator and the
          applicable Special Servicer that the applicable Special Servicer's
          determination of the Fair Value of such Mortgage Loan is consistent
          with or greater than what the Trustee considers to be the Fair Value
          of such Mortgage Loan; provided that the applicable Special Servicer
          may, at its own expense, revise any such Fair Value determination that
          is rejected by the Trustee, it being understood and agreed that such
          revised Fair Value determination will likewise be subject to
          confirmation in accordance with this clause (vi).

          Notwithstanding anything contained in clause (vi) of the preceding
paragraph to the contrary, if the Trustee is required to confirm or reject the
applicable Special Servicer's Fair Value determination as contemplated by such
clause (vi), the Trustee may (at its option and at the expense of the Trust
Fund) designate an Independent third party expert in real estate or commercial
mortgage loan matters with at least 5 years' experience in valuing or investing
in loans similar to the subject Specially Designated Defaulted Pooled Mortgage
Loan, that has been selected with reasonable care by the Trustee to confirm that
the applicable Special Servicer's Fair Value determination as contemplated by
such clause (vi) is consistent with or greater than what the Independent third
party considers to be the Fair Value of such Mortgage Loan. In the event that
the Trustee designates such a third party to make such determination, the
Trustee shall be entitled to rely upon such third party's determination. The
reasonable costs of all appraisals, inspection reports and broker opinions of
value, incurred by the Trustee or any such third party pursuant to this
paragraph or clause (vi) of the preceding paragraph shall be advanced by the
applicable Master Servicer and shall constitute, and be reimbursable as,
Servicing Advances; provided that, the Trustee shall not so engage a third party
expert whose fees exceed a commercially reasonable sum as determined by the
Trustee. The applicable Special Servicer shall provide the Trustee with all
information that the applicable Special Servicer utilized in determining the
Fair Value that is being confirmed.

          Any party entitled to do so may exercise the Purchase Option with
respect to any Specially Designated Defaulted Pooled Mortgage Loan by providing
to the Certificate Administrator, the Trustee, the applicable Master Servicer
and the applicable Special Servicer:

                    (i) written notice of its intention to purchase such
          Mortgage Loan at the Option Price; and

                    (ii) if such party is the assignee of the applicable Special
          Servicer or the Majority Controlling Class Certificateholder(s),
          evidence of its right to exercise such Purchase Option.

The actual purchase of such Specially Designated Defaulted Pooled Mortgage Loan
shall occur (by delivery of cash in the amount of the applicable Option Price to
the applicable Special Servicer for deposit in the applicable Master Servicer's
Collection Account) no later than ten days after the later of (i) such exercise
of the Purchase Option with respect to such Mortgage Loan and (ii) if
applicable, the confirmation of the applicable Special Servicer's Fair Value
determination with respect to such Mortgage Loan in accordance with clause (vi)
of the first paragraph of this Section 3.18(c) and/or in accordance with the
second paragraph of this Section 3.18(c). If any Person to which the Purchase
Option has been assigned as provided above exercises the Purchase Option but
fails to consummate the actual purchase of the applicable Specially Designated
Defaulted Pooled Mortgage Loan in accordance with the preceding sentence, then
the Purchase Option shall automatically thereupon be reinstated, revert to and
be exercisable by the Controlling Class Representative or the applicable Special
Servicer, as applicable.


                                     -169-



          Notwithstanding the Purchase Option provided for in this Section
3.18(c), the applicable Special Servicer shall proceed in respect of any
Specially Designated Defaulted Pooled Mortgage Loan in accordance with Section
3.09 and/or Section 3.20, without regard to such Purchase Option.

          In no event shall there be a Purchase Option hereunder with respect to
a Non-Trust-Serviced Pooled Mortgage Loan. However, in the event of the exercise
of a similar option under the related Non-Trust Servicing Agreement and/or
pursuant to the related Mortgage Loan Group Intercreditor Agreement, the Trustee
shall sell such Non-Trust-Serviced Pooled Mortgage Loan in accordance with such
agreement.

          (d) The applicable Special Servicer shall use its reasonable efforts,
consistent with the Servicing Standard, to solicit cash bids for each
Administered REO Property in such manner as will be reasonably likely to realize
a fair price (determined pursuant to Section 3.18(e) below) for any Administered
REO Property within a customary and normal time frame for the sale of comparable
properties (and, in any event, within the time period provided for by Section
3.16(a)). The applicable Special Servicer shall accept the first (and, if
multiple cash bids are received by a specified bid date, the highest) cash bid
received from any Person that constitutes a fair price (determined pursuant to
Section 3.18(e) below) for such Administered REO Property. If the applicable
Special Servicer reasonably believes that it will be unable to realize a fair
price (determined pursuant to Section 3.18(e) below) with respect to any
Administered REO Property within the time constraints imposed by Section
3.16(a), then the applicable Special Servicer shall, consistent with the
Servicing Standard, dispose of such REO Property upon such terms and conditions
as it shall deem necessary and desirable to maximize the recovery thereon under
the circumstances.

          The applicable Special Servicer shall give the Certificate
Administrator, the Trustee, the applicable Master Servicer, the Controlling
Class Representative and, if the related Administered REO Property relates to a
Serviced Mortgage Loan Group, the related Serviced Mortgage Loan Group
Controlling Party not less than five (5) Business Days' prior written notice of
its intention to sell any Administered REO Property pursuant to this Section
3.18(d). No Pooled Mortgage Loan Seller, Certificateholder or any Affiliate of
any such Person shall be obligated to submit a bid to purchase any Administered
REO Property, and notwithstanding anything to the contrary herein, neither the
Trustee, in its individual capacity, nor any of its Affiliates may bid for or
purchase any Administered REO Property pursuant hereto.

          (e) Whether any cash bid constitutes a fair price for any Administered
REO Property for purposes of Section 3.18(d), shall be determined by the
applicable Special Servicer or, if such cash bid is from the applicable Special
Servicer or any Affiliate of such Special Servicer, by the Trustee. In
determining whether any bid received from a Special Servicer or an Affiliate of
such Special Servicer represents a fair price for any REO Property, the Trustee
shall be supplied with and shall be entitled to rely on the most recent
Appraisal in the related Servicing File conducted in accordance with this
Agreement within the preceding 12-month period (or, in the absence of any such
Appraisal or if there has been a material change at the subject property since
any such Appraisal, on a new Appraisal to be obtained by the applicable Special
Servicer, the cost of which shall be covered by, and be reimbursable as, a
Servicing Advance). The appraiser conducting any such new Appraisal shall be a
Qualified Appraiser that is (i) selected by the applicable Special Servicer if
neither the applicable Special Servicer nor any Affiliate thereof is bidding
with respect to the subject Administered REO Property and (ii) selected by the
Trustee if either the applicable Special Servicer or any Affiliate thereof is so
bidding. Where any Pooled Mortgage Loan Seller, any Certificateholder or any
Affiliate of any such Person is among those bidding with respect to any
Administered REO Property, the applicable Special Servicer shall require that
all bids be submitted to it (or, if the applicable Special Servicer or an
Affiliate thereof is bidding, be submitted to the Trustee) in writing and be
accompanied by a refundable deposit of cash in an amount equal to 5% of the bid
amount. In determining whether any bid from a Person other than any Pooled
Mortgage Loan Seller, any Certificateholder or any Affiliate of any such Person
constitutes a fair price for any Administered REO Property, the applicable
Special Servicer shall take into account the results of any Appraisal or updated
Appraisal that it or the applicable Master Servicer may have obtained in
accordance with this Agreement within the prior twelve (12) months, as well as,
among other factors, the occupancy level and physical condition of such REO
Property, the state of the then current local economy and commercial real estate
market where such REO Property is located and the obligation to dispose of such
REO Property within a customary and normal time frame for the sale of comparable
properties (and, in any event, within the time period specified in Section
3.16(a)). The Purchase Price for any Administered REO Property (which, in
connection with an Administered REO


                                      -170-



Property related to a Serviced Mortgage Loan Group, shall be construed and
calculated as if all the Mortgage Loans in such Mortgage Loan Group together
constitute a single "Pooled Mortgage Loan" thereunder) shall in all cases be
deemed a fair price. Notwithstanding the other provisions of this Section 3.18,
no cash bid from the applicable Special Servicer or any Affiliate thereof shall
constitute a fair price for any Administered REO Property unless such bid is the
highest cash bid received and at least two Independent bids (not including the
bid of the applicable Special Servicer or any Affiliate) have been received. In
the event the bid of the applicable Special Servicer or any Affiliate thereof is
the only bid received or is the higher of only two bids received, then
additional bids shall be solicited. If an additional bid or bids, as the case
may be, are received for any Administered REO Property and the original bid of
the applicable Special Servicer or any Affiliate thereof is the highest of all
bids received, then the bid of the applicable Special Servicer or such Affiliate
shall be accepted, provided that the Trustee has otherwise determined, as
provided above in this Section 3.18(e), that such bid constitutes a fair price
for the subject Administered REO Property. Any bid by the applicable Special
Servicer for any Administered REO Property shall be unconditional; and, if
accepted, the subject Administered REO Property shall be transferred to the
applicable Special Servicer without recourse, representation or warranty other
than customary representations as to title given in connection with the sale of
a real property.

          (f) Subject to Sections 3.18(a) through 3.18(e) above, the applicable
Special Servicer shall act on behalf of the Trustee in negotiating with
Independent third parties in connection with the sale of any Administered REO
Property and taking any other action necessary or appropriate in connection with
the sale of any Specially Designated Defaulted Pooled Mortgage Loan or
Administered REO Property, and the collection of all amounts payable in
connection therewith. In connection with the sale of any Administered REO
Property, the applicable Special Servicer may charge prospective bidders, and
may retain, fees that approximate the applicable 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 a Collection
Account; provided, that if the applicable Special Servicer was previously
reimbursed for such costs from the Collection Account, then the applicable
Special Servicer must deposit such amounts into a Collection Account. Any sale
of a Specially Designated Defaulted Pooled Mortgage Loan or any Administered REO
Property shall be final and without recourse to the Trustee or the Trust, and if
such sale is consummated in accordance with the terms of this Agreement, neither
the applicable Special Servicer nor the Trustee shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
applicable Special Servicer or the Trustee.

          (g) Any sale of any Specially Designated Defaulted Pooled Mortgage
Loan or Administered REO Property shall be for cash only.

          (h) The applicable Master Servicer shall act on behalf of the Trustee
in coordinating with independent third parties seeking to purchase a
Non-Trust-Serviced Pooled Mortgage Loan by, and taking any other action
necessary or appropriate in connection with the sale of a Non-Trust-Serviced
Pooled Mortgage Loan to, any purchase option holder with respect thereto
pursuant to the related Non-Trust Servicing Agreement and/or the related
Mortgage Loan Group Intercreditor Agreement, and the collection of all amounts
payable in connection therewith. Any sale of a Non-Trust-Serviced Pooled
Mortgage Loan pursuant to the related Non-Trust Servicing Agreement and/or the
related Mortgage Loan Group Intercreditor Agreement shall be final and without
recourse to the Trustee or the Trust, and if such sale is consummated in
accordance with the terms of the related Non-Trust Servicing Agreement and/or
the related Mortgage Loan Group Intercreditor Agreement, none of the applicable
Master Servicer, the applicable Special Servicer or the Trustee shall have any
liability to any Certificateholder with respect to the purchase price for such
Non-Trust-Serviced Pooled Mortgage Loan accepted on behalf of the Trust.

          (i) If any Specially Designated Defaulted Pooled Mortgage Loan or
Administered REO Property is sold under this Section 3.18, or a
Non-Trust-Serviced Pooled Mortgage Loan is sold in accordance with this
Agreement and (if applicable) pursuant to the related Mortgage Loan Group
Intercreditor Agreement or the related Non-Trust Servicing Agreement, then the
purchase price shall be deposited into the applicable Master Servicer's
Collection Account, and the Trustee, upon receipt of written notice from the
applicable Master Servicer to the effect that such deposit has been made (based
upon, in the case of a Specially Designated Defaulted Pooled Mortgage Loan or
Administered REO Property, notification by the applicable Special Servicer to
such Master Servicer of the amount of the purchase price), shall execute and
deliver such instruments of transfer or assignment, in each case without
recourse, as shall be provided to


                                      -171-



it and are reasonably necessary to vest ownership of such Mortgage Loan or REO
Property in the Person who purchased such Mortgage Loan or REO Property.

          (j) If the applicable Pooled Mortgage Loan is part of a Serviced
Mortgage Loan Group that includes one or more Non-Pooled Pari Passu Companion
Loans, then the applicable Purchase Option Holder that exercises the Purchase
Option must also purchase each and every related Non-Pooled Pari Passu Companion
Loan for a cash price equal to an amount that bears the same proportion to the
outstanding principal balance of such Non-Pooled Mortgage Loan as the Fair Value
of the applicable Pooled Mortgage Loan bears to the outstanding principal
balance of such Pooled Mortgage Loan; provided, however, that this provision
shall not apply to The Tower Pooled Mortgage Loan.

          (k) Any purchaser of a Pooled Mortgage Loan that is included in a
Serviced Mortgage Loan Group, whether pursuant to this Section 3.18 or pursuant
to Section 2.03 or 9.01, will be subject to the related Mortgage Loan Group
Intercreditor Agreement, including any requirements thereof governing who may be
a holder of such Pooled Mortgage Loan. The applicable Special Servicer will
require, in connection with such a sale of the related Pooled Mortgage Loan,
that the purchaser assume in writing all of the rights and obligations of the
holder of such Pooled Mortgage Loan under the related Mortgage Loan Group
Intercreditor Agreement.

          (l) The Purchase Option for any Specially Designated Defaulted Pooled
Mortgage Loan pursuant to this Section 3.18 shall terminate, and shall not be
exercisable as set forth in subsections (b) and (c) above (or if exercised, but
the purchase of the subject Pooled Mortgage Loan has not yet occurred, shall
terminate and be of no further force or effect) if and when any one or more of
the following events has occurred: (i) the applicable Special Servicer has
accepted a Fair Value bid, (ii) such Specially Designated Defaulted Pooled
Mortgage Loan has become a Corrected Mortgage Loan or has otherwise ceased to be
a Specially Designated Defaulted Pooled Mortgage Loan, (iii) the related
Mortgaged Property has become an REO Property, (iv) a Final Recovery
Determination has been made with respect to such Specially Designated Defaulted
Pooled Mortgage Loan, (v) solely in the case of a Specially Designated Defaulted
Pooled Mortgage Loan that is part of any Serviced Mortgage Loan Group, the
purchase option, if any, granted to the related Non-Pooled Subordinate
Noteholder under the related Mortgage Loan Group Intercreditor Agreement is
exercised or (vi) such Specially Designated Defaulted Pooled Mortgage Loan has
otherwise been removed from the Trust.

          SECTION 3.19. Additional Obligations of Master Servicers and Special
                        Servicer.

          (a) Within sixty (60) days (or within such longer period as the
applicable Special Servicer is (as certified thereby to the Trustee in writing)
diligently using reasonable efforts to obtain the Appraisal referred to below)
after the earliest of the date on which any Serviced Pooled Mortgage Loan (i)
becomes a Modified Mortgage Loan following the occurrence of a Servicing
Transfer Event, (ii) becomes an REO Pooled Mortgage Loan, (iii) with respect to
which a receiver or similar official is appointed and continues for 60 days in
such capacity in respect of the related Mortgaged Property, (iv) the related
Borrower becomes the subject of bankruptcy, insolvency or similar proceedings
or, if such proceedings are involuntary, such proceedings remain undismissed for
sixty (60) days, or (v) any Monthly Payment becomes 60 days or more delinquent
and such event constitutes a Servicing Transfer Event (each such event, an
"Appraisal Trigger Event" and each such Serviced Pooled Mortgage Loan and any
related REO Pooled Mortgage Loan that is the subject of an Appraisal Trigger
Event, until it ceases to be such in accordance with the following paragraph, a
"Required Appraisal Loan"), the applicable Special Servicer shall obtain an
Appraisal of the related Mortgaged Property, unless an Appraisal thereof had
previously been received (or, if applicable, conducted) within the prior twelve
(12) months and the applicable Special Servicer has no knowledge of changed
circumstances that in the applicable Special Servicer's reasonable judgment
would materially affect the value of the Mortgaged Property. If such Appraisal
is obtained from a Qualified Appraiser, the cost thereof shall be covered by,
and be reimbursable as, a Servicing Advance, such Advance to be made at the
direction of the applicable Special Servicer when the Appraisal is received by
the applicable Special Servicer. Promptly following the receipt of, and based
upon, such Appraisal, the applicable Special Servicer, in consultation with the
Controlling Class Representative (other than in connection with a Serviced
Mortgage Loan Group that includes one or more Non-Pooled Subordinate Loans) or
the related Serviced Mortgage Loan Group Controlling Party (in connection with a
Serviced Mortgage Loan Group that includes one or more Non-Pooled Subordinate
Loans), shall determine and report to the Certificate Administrator, the Trustee
and the applicable Master


                                      -172-



Servicer the then applicable Appraisal Reduction Amount, if any, with respect to
the subject Required Appraisal Loan. For purposes of this Section 3.19(a), an
Appraisal may, in the case of any Serviced Pooled Mortgage Loan with an
outstanding principal balance of less than $2,000,000 only, consist solely of an
internal valuation performed by the applicable Special Servicer. In connection
with a Mortgaged Property related to any Serviced Mortgage Loan Group, the
applicable Special Servicer shall also determine and report to the Trustee, the
applicable Master Servicer, the Controlling Class Representative and the
applicable Serviced Non-Pooled Mortgage Loan Noteholder(s) the Appraisal
Reduction Amount, if any, with respect to the entire such Serviced Mortgage Loan
Group (calculated, for purposes of this sentence, as if it were a single
Serviced Pooled Mortgage Loan).

          A Serviced Pooled Mortgage Loan shall cease to be a Required Appraisal
Loan if and when, following the occurrence of the most recent Appraisal Trigger
Event, any and all Servicing Transfer Events with respect to such Mortgage Loan
have ceased to exist and no other Appraisal Trigger Event has occurred with
respect thereto during the preceding ninety (90) days.

          For so long as any Serviced Pooled Mortgage Loan or related REO Pooled
Mortgage Loan remains a Required Appraisal Loan, the applicable Special Servicer
shall, within 30 days of each anniversary of such Mortgage Loan's having become
a Required Appraisal Loan, obtain (or, if such Required Appraisal Loan has a
Stated Principal Balance of $2,000,000 or less, at the applicable Special
Servicer's option, conduct) an update of the prior Appraisal. If such update is
obtained from a Qualified Appraiser, the cost thereof shall be covered by, and
be reimbursable as, a Servicing Advance, such Advance to be made at the
direction of the applicable Special Servicer when the Appraisal is received by
the applicable Special Servicer. Promptly following the receipt of, and based
upon, such update, the applicable Special Servicer shall redetermine, in
consultation with the Controlling Class Representative (other than in connection
with a Serviced Mortgage Loan Group that includes one or more Non-Pooled
Subordinate Loans) or the related Non-Pooled Subordinate Noteholder (in
connection with a Serviced Mortgage Loan Group that includes one or more
Non-Pooled Subordinate Loans), and report to the Certificate Administrator, the
Trustee and the applicable Master Servicer the then applicable Appraisal
Reduction Amount, if any, with respect to the subject Required Appraisal Loan.
In connection with a Mortgaged Property related to any Serviced Mortgage Loan
Group, promptly following the receipt of, and based upon, such update, the
applicable Special Servicer shall also redetermine, and report to the Trustee,
the applicable Master Servicer, the Controlling Class Representative and related
Serviced Non-Pooled Mortgage Loan Noteholder(s) the Appraisal Reduction Amount,
if any, with respect to the entire such Serviced Mortgage Loan Group
(calculated, for purposes of this sentence, as if it were a single Serviced
Pooled Mortgage Loan).

          The Controlling Class Representative shall have the right at any time,
but not more frequently than once in any six month period, except that in the
case of the South Bay Galleria Loan Group the related Serviced Mortgage Loan
Group Controlling Party shall have the right at any time within six months of
the date of the receipt of any Appraisal, to require that the applicable Special
Servicer obtain a new Appraisal of the subject Mortgaged Property in accordance
with MAI standards, at the expense of the Controlling Class Certificateholders
or the related Serviced Mortgage Loan Group Controlling Party, as the case may
be. In either case, upon receipt of any such Appraisal, the applicable Special
Servicer shall deliver a copy thereof to the Trustee, the applicable Master
Servicer, the Controlling Class Representative and, in the case of the South Bay
Galleria Mortgaged Property, the related Non-Pooled Subordinate Noteholder.
Promptly following the receipt of, and based upon, such Appraisal, the
applicable Special Servicer shall redetermine and report to the Trustee, the
Master Servicer and the Controlling Class Representative the then applicable
Appraisal Reduction Amount, if any, with respect to the subject Required
Appraisal Mortgage Loan. In the case of the South Bay Galleria Mortgaged
Property, if the applicable Special Servicer redetermines the related Appraisal
Reduction Amount with respect to the South Bay Pooled Mortgage Loan while it is
a Required Appraisal Mortgage Loan pursuant to the preceding sentence, the
applicable Special Servicer shall also redetermine and report to the Trustee,
the applicable Master Servicer, the Controlling Class Representative and the
related Serviced Mortgage Loan Group Controlling Party (if it is not the
Controlling Class Representative) the Appraisal Reduction Amount, if any, with
respect to the entire South Bay Galleria Loan Group (calculated, for purposes of
this sentence, as if it were a single Serviced Pooled Mortgage Loan).

          (b) Notwithstanding anything to the contrary contained in any other
Section of this Agreement, the applicable Special Servicer shall notify the
applicable Master Servicer whenever a Servicing Advance is required to be


                                      -173-



made with respect to any Specially Serviced Mortgage Loan or Administered REO
Property, and, such Master Servicer shall (subject to Section 3.11(h)) make such
Servicing Advance; provided that the applicable Special Servicer shall make any
Servicing Advance on a Specially Serviced Mortgage Loan or Administered REO
Property that constitutes an Emergency Advance. Each such notice and request
shall be made, in writing, not less than five (5) Business Days (and, to the
extent reasonably practicable, at least ten (10) 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 applicable Master Servicer may reasonably request;
provided, however, that the applicable Special Servicer shall not be entitled to
make such a request more frequently than once per calendar month (although such
request may relate to more than one Servicing Advance). Each Master Servicer
shall have the obligation to make any such Servicing Advance (other than a
Nonrecoverable Servicing Advance) that it is so requested by the applicable
Special Servicer to make (as described above) not later than the date on which
the subject Servicing Advance is to be made, but in no event shall it be
required to make any Servicing Advance on a date that is earlier than five
Business Days following such Master Servicer's receipt of such request. If the
request is timely and properly made, the requesting Special Servicer shall be
relieved of any obligations with respect to a Servicing Advance that it so
requests the applicable Master Servicer to make with respect to any Specially
Serviced Mortgage Loan or Administered REO Property (regardless of whether or
not such Master Servicer shall make such Servicing Advance). Each Master
Servicer shall be entitled to reimbursement for any Servicing Advance made by it
at the direction of the applicable Special Servicer, together with Advance
Interest in accordance with Sections 3.05(a) and 3.11(g), at the same time, in
the same manner and to the same extent as such Master Servicer is entitled with
respect to any other Servicing Advances made thereby.

          Notwithstanding the foregoing provisions of this Section 3.19(b), a
Master Servicer shall not be required to reimburse the applicable Special
Servicer for, or to make at the direction of the applicable Special Servicer,
any Servicing Advance if such Master Servicer determines in its reasonable
judgment that such Servicing Advance, although not characterized by the
requesting Special Servicer as a Nonrecoverable Servicing Advance, is in fact a
Nonrecoverable Servicing Advance. Such Master Servicer shall notify the
applicable Special Servicer in writing of such determination and, if applicable,
such Nonrecoverable Servicing Advance shall be reimbursed to the applicable
Special Servicer pursuant to Section 3.05(a).

          (c) Each Master Servicer shall deliver to the Certificate
Administrator for deposit in the Distribution Account by 1:00 p.m. (New York
City time) on each Master Servicer Remittance Date, without any right of
reimbursement therefor, a cash payment (a "Compensating Interest Payment") in an
amount equal to the aggregate amount of Prepayment Interest Shortfalls incurred
in connection with Principal Prepayments received during the most recently ended
Collection Period with respect to Serviced Pooled Mortgage Loans as to which
such Master Servicer is the applicable Master Servicer, to the extent such
Prepayment Interest Shortfalls arose from (A) voluntary Principal Prepayments
made by a Borrower on such Serviced Pooled Mortgage Loans that are not Specially
Serviced Mortgage Loans or defaulted Mortgage Loans or (B) to the extent that
such Master Servicer did not apply the proceeds thereof in accordance with the
terms of the related Mortgage Loan Documents, involuntary principal prepayments
made on such Serviced Pooled Mortgage Loans that are not Specially Serviced
Mortgage Loans or defaulted Mortgage Loans.

          The rights of the Certificateholders to offsets of any Prepayment
Interest Shortfalls shall not be cumulative from Collection Period to Collection
Period.

          (d) With respect to each Serviced Pooled Mortgage Loan that is to be
defeased in accordance with its terms, the applicable Master Servicer shall
execute and deliver to each Rating Agency a certification substantially in the
form attached hereto as Exhibit O and, further, shall, to the extent permitted
by the terms of such Mortgage Loan, require the related Borrower (i) to provide
replacement collateral consisting of U.S. government securities within the
meaning of Section 2(a)(16) of the Investment Company Act in an amount
sufficient to make all scheduled payments under the subject Serviced Pooled
Mortgage Loan (or defeased portion thereof) when due (and assuming, in the case
of an ARD Mortgage Loan, to the extent consistent with the related Mortgage Loan
Documents, that the subject Serviced Pooled Mortgage Loan matures on its
Anticipated Repayment Date), (ii) to deliver a certificate from an independent
certified public accounting firm certifying that the replacement collateral is
sufficient to make such payments, (iii) at the option of the applicable Master
Servicer, to designate a single purpose entity (which may be (but is not
required to be) a subsidiary


                                      -174-



of the applicable Master Servicer established for the purpose of assuming all
defeased Serviced Mortgage Loans) to assume the subject Serviced Pooled Mortgage
Loan (or defeased portion thereof) and own the defeasance collateral, (iv) to
implement such defeasance only after the second anniversary of the Closing Date,
(v) to provide an Opinion of Counsel that the Trustee has a perfected, first
priority security interest in the new collateral, and (vi) in the case of a
partial defeasance of the subject Serviced Pooled Mortgage Loan, to defease a
principal amount equal to at least 125% of the allocated loan amount for the
Mortgaged Property or Properties to be released; provided that, if (A) the
subject Serviced Pooled Mortgage Loan has a Cut-off Date Principal Balance
greater than or equal to $20,000,000 or an outstanding principal balance greater
than or equal to 2% of the aggregate Stated Principal Balance of the Mortgage
Pool or is one of the ten largest Pooled Mortgage Loans then in the Trust Fund,
(B) the terms of the subject Serviced Pooled Mortgage Loan do not permit the
applicable Master Servicer to impose the foregoing requirements and the
applicable Master Servicer does not satisfy such requirements on its own or (C)
the applicable Master Servicer is unable to execute and deliver the
certification attached hereto as Exhibit O in connection with the subject
defeasance, then the applicable Master Servicer shall so notify the Rating
Agencies, the Controlling Class Representative and, if any Mortgage Loan in a
Serviced Mortgage Loan Group is involved, the related Non-Pooled Mortgage Loan
Noteholder(s) and, so long as such a requirement would not violate applicable
law or the Servicing Standard, obtain a written confirmation from each Rating
Agency for the Rated Certificates that such defeasance will not result in an
Adverse Rating Event with respect to any Class of Rated Certificates rated by
such Rating Agency and, in the case of a defeasance with respect to any Serviced
Mortgage Loan Group that includes one or more Serviced Non-Pooled Pari Passu
Companion Loans, also a written confirmation from each applicable Rating Agency
for the related Non-Pooled Pari Passu Companion Loan Securities that such
defeasance will not result in an Adverse Rating Event with respect to any class
of such Non-Pooled Pari Passu Companion Loan Securities rated by such Rating
Agency. Subject to the related Mortgage Loan Documents and applicable law, the
applicable Master Servicer shall not permit a defeasance unless (i) the subject
Serviced Mortgage Loan requires the Borrower to pay (or the Borrower in fact
pays) all Rating Agency fees associated with defeasance (if confirmation of the
absence of an Adverse Rating Event is a specific condition precedent thereto)
and all expenses associated with defeasance or other arrangements for payment of
such costs are made at no expense to the Trust Fund or the applicable Master
Servicer (provided, however, that in no event shall such proposed other
arrangements result in any liability to the Trust Fund including any
indemnification of the applicable Master Servicer or the applicable Special
Servicer which may result in legal expenses to the Trust Fund), and (ii) the
Borrower is required to provide all Opinions of Counsel, including Opinions of
Counsel that the defeasance will not cause an Adverse REMIC Event or an Adverse
Grantor Trust Event and that the related Mortgage Loan Documents are fully
enforceable in accordance with their terms (subject to bankruptcy, insolvency
and similar standard exceptions), and any applicable rating confirmations with
respect to the absence of an Adverse Rating Event.

          (e) In connection with the Serviced Mortgage Loans for which the
related Borrower was required to escrow funds or post a letter of credit related
to obtaining performance objectives, such as targeted debt service coverage
levels or leasing criteria with respect to the Mortgaged Property as a whole or
particular portions thereof, if the mortgagee has the discretion to retain the
cash or Letter of Credit (or the proceeds of such letters of credit) as
additional collateral if the relevant conditions to release are not satisfied,
then the applicable Master Servicer shall hold such escrows or letters of credit
(or the proceeds of such Letters of Credit) as additional collateral and not use
such funds to reduce the principal balance of the related Mortgage Loan (to the
extent the related Mortgage Loan Documents allow such action), unless holding
such funds would otherwise be inconsistent with the Servicing Standard.

          SECTION 3.20. Modifications, Waivers, Amendments and Consents.

          (a) The applicable Special Servicer (in the case of a Serviced
Mortgage Loan that is a Specially Serviced Mortgage Loan) or the applicable
Master Servicer (in the case of a Performing Serviced Mortgage Loan) may
(consistent with the Servicing Standard) agree to any modification, waiver or
amendment of any term of, extend the maturity of, defer or forgive interest
(including Default Interest and Post-ARD Additional Interest) on and principal
of, defer or forgive late payment charges, Prepayment Premiums and Yield
Maintenance Charges on, permit the release, addition or substitution of
collateral securing, and/or permit the release, addition or substitution of the
Borrower on or any guarantor of, any Serviced Mortgage Loan for which it is
responsible, subject, however, to Sections 3.08, 3.24, 3.27 and/or 3.28, as
applicable, and, in the case of each Serviced Mortgage Loan in a Serviced
Mortgage Loan Group, to the


                                      -175-



rights of third parties set forth in the related Mortgage Loan Group
Intercreditor Agreement, and, further to each of the following limitations,
conditions and restrictions:

               (i) other than as expressly set forth in Section 3.02 (with
     respect to Post-ARD Additional Interest and Default Charges), Section 3.08
     (with respect to due-on-sale and due-on-encumbrance clauses and transfers
     of interests in Borrowers), Section 3.19(e) (with respect to defeasances),
     Section 3.20(e) (with respect to Post-ARD Additional Interest) and Section
     3.20(f) (with respect to various routine matters), the applicable Master
     Servicer shall not agree to any modification, waiver or amendment of any
     term of, or take any of the other acts referenced in this Section 3.20(a)
     with respect to, any Serviced Mortgage Loan, that would affect the amount
     or timing of any related payment of principal, interest or other amount
     payable under such Mortgage Loan or materially and adversely affect the
     security for such Mortgage Loan, unless (solely in the case of a Performing
     Serviced Mortgage Loan) such Master Servicer has obtained the consent of
     the applicable Special Servicer (it being understood and agreed that (A)
     the applicable Master Servicer shall promptly provide the applicable
     Special Servicer with notice of any Borrower request for such modification,
     waiver or amendment, the applicable Master Servicer's recommendations and
     analysis, and with all information reasonably available to the applicable
     Master Servicer that the applicable Special Servicer may reasonably request
     in order to withhold or grant any such consent, (B) the applicable Special
     Servicer shall decide whether to withhold or grant such consent in
     accordance with the Servicing Standard (and subject to Sections 3.24, 3.27
     and/or 3.28, as applicable), (C) except with respect to any Nationwide
     Pooled Mortgage Loan, any PCF Pooled Mortgage Loan or any PCFII Pooled
     Mortgage Loan, if any such consent has not been expressly denied within ten
     Business Days of the Special Servicer's receipt from the applicable Master
     Servicer of such Master Servicer's recommendations and analysis and all
     information reasonably requested thereby and reasonably available to the
     applicable Master Servicer in order to make an informed decision, such
     consent shall be deemed to have been granted and (D) solely with respect to
     any Nationwide Pooled Mortgage Loan, any PCF Pooled Mortgage Loan or any
     PCFII Pooled Mortgage Loan, any such consent shall be deemed to have been
     granted if such consent has not been expressly denied either (x) within ten
     Business Days of the applicable Special Servicer's initial receipt of the
     applicable Master Servicer's recommendations and analysis, if such Special
     Servicer has not requested additional information as described above on or
     before the date that is four Business Days following such Special
     Servicer's receipt of the applicable Master Servicer's recommendations and
     analysis, or (y) within six Business Days following such Special Servicer's
     receipt of the additional information requested by such Special Servicer as
     described above, if such Special Servicer has requested such additional
     information on or before the date that is four Business Days following such
     Special Servicer's initial receipt of the applicable Master Servicer's
     recommendations and analysis);

               (ii) other than as provided in Sections 3.02, 3.08, 3.20(e) and
     3.20(f), the applicable Special Servicer shall not agree to (or, in the
     case of a Performing Serviced Mortgage Loan, consent to the applicable
     Master Servicer's agreeing to) any modification, waiver or amendment of any
     term of, or take (or, in the case of a Performing Serviced Mortgage Loan,
     consent to the applicable Master Servicer's taking) any of the other acts
     referenced in this Section 3.20(a) with respect to, any Serviced Mortgage
     Loan that would affect the amount or timing of any related payment of
     principal, interest or other amount payable thereunder or, in the
     reasonable judgment of the applicable Special Servicer, would materially
     impair the security for such Mortgage Loan, unless a material default on
     such Mortgage Loan has occurred or, in the reasonable judgment of the
     applicable Special Servicer, a default in respect of payment on such
     Mortgage Loan is reasonably foreseeable, and such modification, waiver,
     amendment or other action is reasonably likely to produce an equal or a
     greater recovery to Certificateholders (and, in the case of a Serviced
     Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan
     Noteholder(s)), as a collective whole, on a net present value basis (the
     relevant discounting of anticipated collections that will be distributable
     to Certificateholders and, in the case of a Serviced Mortgage Loan Group,
     the relevant Serviced Non-Pooled Mortgage Loan Noteholder(s) to be done at
     a rate determined by the Special Servicer but in no event less than the
     related Net Mortgage Rate (or, in the case of a Serviced Mortgage Loan
     Group, in no event less than the weighted average of the Net Mortgage Rates
     for the Mortgage Loans in such Mortgage Loan Group)), than would
     liquidation; provided that (A) any modification, extension, waiver or


                                      -176-



     amendment of the payment terms of the related Serviced Mortgage Loan Group
     shall be structured in a manner so as to be consistent with the allocation
     and payment priorities set forth in the related Mortgage Loan Documents,
     including the related Mortgage Loan Group Intercreditor Agreement, it being
     the intention that neither the Trust as holder of the related Pooled
     Mortgage Loan nor any Serviced Non-Pooled Mortgage Loan Noteholder shall
     gain a priority over any other with respect to any payment, which priority
     is not, as of the date of the related Mortgage Loan Intercreditor
     Agreement, reflected in the related Mortgage Loan Documents, including the
     related Mortgage Loan Group Intercreditor Agreement; and (B) to the extent
     consistent with the Servicing Standard (taking into account the extent to
     which the related Serviced Non-Pooled Subordinate Loan, if any, is junior
     to a Serviced Pooled Mortgage Loan), (I) no waiver, reduction or deferral
     of any particular amounts due on the related Serviced Pooled Mortgage Loan
     shall be effected prior to the waiver, reduction or deferral of the entire
     corresponding item in respect of the related Serviced Non-Pooled
     Subordinate Loan, (II) no reduction of the Mortgage Rate (exclusive, if
     applicable, of any portion thereof that represents a Post-ARD Additional
     Interest Rate) of any such Serviced Pooled Mortgage Loan shall be effected
     prior to the reduction of the Mortgage Rate (exclusive, if applicable, of
     any portion thereof that represents a Post-ARD Additional Interest Rate) of
     the related Serviced Non-Pooled Subordinate Loans, and (III) no reduction
     of any Post-ARD Additional Interest Rate applicable to any such Serviced
     Pooled Mortgage Loan shall be effected prior to the reduction of any
     Post-ARD Additional Interest Rate applicable to the related Serviced
     Non-Pooled Subordinate Loan;

               (iii) the applicable Special Servicer shall not extend (or, in
     the case of a Performing Serviced Mortgage Loan, consent to the applicable
     Master Servicer's extending) the date on which any Balloon Payment is
     scheduled to be due on any Serviced Mortgage Loan to a date beyond the
     earliest of (A) five years prior to the Rated Final Distribution Date, (B)
     if such Serviced Mortgage Loan is secured by a Mortgage solely or primarily
     on the related Borrower's leasehold interest in the related Mortgaged
     Property, 20 years (or, to the extent consistent with the Servicing
     Standard, giving due consideration to the remaining term of the Ground
     Lease, ten years) prior to the end of the then current term of the related
     Ground Lease (plus any unilateral options to extend), and (C) if such
     Serviced Mortgage Loan is covered by an Environmental Insurance Policy, for
     more than five years later than such Serviced Mortgage Loan's Stated
     Maturity Date, unless either (I) the applicable Special Servicer shall have
     first determined in its reasonable judgment, based upon a Phase I
     Environmental Assessment (and any additional environmental testing that the
     applicable Special Servicer deems necessary and prudent) conducted by an
     Independent Person who regularly conducts Phase I Environmental
     Assessments, and at the expense of the Borrower, that there are no
     circumstances or conditions present at the related Mortgaged Property for
     which investigation, testing, monitoring, containment, clean-up or
     remediation would be required under any then applicable environmental laws
     or regulations or (II) the Borrower obtains (at its expense) an extension
     of such policy on the same terms and conditions for a period ending not
     earlier than five years following the extended maturity date of such
     Serviced Mortgage Loan;

               (iv) neither the applicable Master Servicer nor the applicable
     Special Servicer shall make or permit any modification, waiver or amendment
     of any term of, or take any of the other acts referenced in this Section
     3.20(a) with respect to, any Serviced Mortgage Loan that would result in an
     Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor
     Trust Event with respect to any Grantor Trust Pool (the Master Servicers
     and the applicable Special Servicer shall not be liable for decisions made
     under this subsection which were made in good faith and each of them may
     rely on Opinions of Counsel in making such decisions);

               (v) subject to applicable law, the related Mortgage Loan
     Documents and the Servicing Standard, neither the applicable Master
     Servicer nor the applicable Special Servicer shall permit any modification,
     waiver or amendment of any term of any Performing Serviced Mortgage Loan
     unless all related fees and expenses are paid by the Borrower;

               (vi) the applicable Special Servicer shall not permit (or, in the
     case of a Performing Serviced Mortgage Loan, consent to the applicable
     Master Servicer's permitting) any Borrower to add or substitute any real
     estate collateral for its Serviced Mortgage Loan unless the applicable
     Special Servicer shall have first (A) determined in its reasonable
     judgment, based upon a Phase I Environmental Assessment (and any additional


                                      -177-



     environmental testing that the applicable Special Servicer deems necessary
     and prudent) conducted by an Independent Person who regularly conducts
     Phase I Environmental Assessments, at the expense of the related Borrower,
     that such additional or substitute collateral is in compliance with
     applicable environmental laws and regulations and that there are no
     circumstances or conditions present with respect to such new collateral
     relating to the use, management or disposal of any Hazardous Materials for
     which investigation, testing, monitoring, containment, clean-up or
     remediation would be required under any then applicable environmental laws
     or regulations and (B) received, at the expense of the related Borrower,
     written confirmation from each Rating Agency for the Rated Certificates
     that such addition or substitution of collateral will not result in an
     Adverse Rating Event with respect to any Class of Rated Certificates rated
     by such Rating Agency and, in the case of an addition or substitution of
     collateral with respect to any Serviced Mortgage Loan Group that includes
     one or more Serviced Non-Pooled Pari Passu Companion Loans, also a written
     confirmation from each applicable Rating Agency for the related Non-Pooled
     Pari Passu Companion Loan Securities that such addition or substitution of
     collateral will not result in an Adverse Rating Event with respect to any
     class of such Non-Pooled Pari Passu Companion Loan Securities rated by such
     Rating Agency; and

               (vii) the applicable Special Servicer shall not release (or, in
     the case of a Performing Serviced Mortgage Loan, consent to the applicable
     Master Servicer's releasing), including in connection with a substitution
     contemplated by clause (vi) above, any real property collateral securing an
     outstanding Serviced Mortgage Loan, except as provided in Section 3.09(d),
     except as specifically required under the related Mortgage Loan Documents
     or except where a Mortgage Loan (or, in the case of a Cross-Collateralized
     Group, where such entire Cross-Collateralized Group) is satisfied, or
     except in the case of a release where (A) the Rating Agencies have been
     notified in writing, (B) either (1) the use of the collateral to be
     released will not, in the reasonable judgment of the applicable Special
     Servicer, materially and adversely affect the net operating income being
     generated by or the use of the related Mortgaged Property, or (2) there is
     a corresponding principal pay down of such Mortgage Loan in an amount at
     least equal to the appraised value of the collateral to be released (or
     substitute real estate collateral with an appraised value at least equal to
     that of the collateral to be released, is delivered), (C) the loan-to-value
     ratio of such Mortgage Loan after such release will be, in the reasonable
     judgment of the applicable Special Servicer, no greater than that existing
     prior to such release and (D) if the collateral to be released has an
     appraised value in excess of $3,000,000, either (i) other than in the case
     of a release of collateral with respect to a Serviced Mortgage Loan Group
     that includes one or more Serviced Non-Pooled Pari Passu Companion Loans,
     such release would not, in and of itself, result in an Adverse Rating Event
     with respect to any Class of Rated Certificates, as confirmed in writing to
     the Trustee by each Rating Agency, or (ii) in the case of a release of
     collateral with respect to a Serviced Mortgage Loan Group that includes one
     or more Serviced Non-Pooled Pari Passu Companion Loans, such release would
     not, in and of itself, result in an Adverse Rating Event with respect to
     any Class of Rated Certificates and also would not, in and of itself,
     result in an Adverse Rating Event with respect to any class of related
     Non-Pooled Pari Passu Companion Loan Securities, in each case as confirmed
     in writing to the Trustee by each applicable Rating Agency;

provided that the limitations, conditions and restrictions set forth in clauses
(i) through (vii) above shall not apply to any act or event (including, without
limitation, a release, substitution or addition of collateral) in respect of any
Serviced Mortgage Loan that either occurs automatically, or results from the
exercise of a unilateral option within the meaning of Treasury Regulations
Section 1.1001-3(c)(2)(iii) by the related Borrower, in any event under the
terms of such Mortgage Loan in effect on the Closing Date (or, in the case of a
Replacement Pooled Mortgage Loan, on the related date of substitution); and
provided, further, that, notwithstanding clauses (i) through (vii) above,
neither the applicable Master Servicer nor the applicable Special Servicer shall
be required to oppose the confirmation of a plan in any bankruptcy or similar
proceeding involving a Borrower under a Serviced Mortgage Loan if, in its
reasonable judgment, such opposition would not ultimately prevent the
confirmation of such plan or one substantially similar.

          (b) If any payment of interest on a Serviced Pooled Mortgage Loan is
deferred pursuant to Section 3.20(a), then such payment of interest shall not,
for purposes of calculating monthly distributions and reporting information to
Certificateholders, be added to the unpaid principal balance or Stated Principal
Balance of the related Pooled Mortgage Loan, notwithstanding that the terms of
such Pooled Mortgage Loan so permit or that such interest may


                                      -178-



actually be capitalized; provided, however, that this sentence shall not limit
the rights of the applicable Master Servicer or the applicable Special Servicer
on behalf of the Trust to enforce any obligations of the related Borrower under
such Pooled Mortgage Loan.

          (c) Each of the applicable Master Servicer and the applicable Special
Servicer may, as a condition to its granting any request by a Borrower under a
Serviced Mortgage Loan for consent, modification, waiver or indulgence or any
other matter or thing, the granting of which is within such Master Servicer's or
such Special Servicer's, as the case may be, discretion pursuant to the terms of
the related Mortgage Loan Documents and is permitted by the terms of this
Agreement, require that such Borrower pay to it a reasonable or customary fee
for the additional services performed in connection with such request, together
with any related costs and expenses incurred by it; provided that the charging
of such fees would not otherwise constitute a "significant modification" of the
subject Mortgage Loan pursuant to Treasury Regulations Section 1.860G-2(b). All
such fees collected by the applicable Master Servicer and/or the applicable
Special Servicer with respect to any Serviced Mortgage Loan shall be allocable
between such parties, as Additional Master Servicing Compensation and Additional
Special Servicing Compensation, respectively, as provided in Section 3.11.

          (d) All modifications, amendments, material waivers and other material
actions entered into or taken in respect of the Serviced Mortgage Loans pursuant
to this Section 3.20 (other than waivers of Default Charges for which the
consent of the applicable Special Servicer is required under Section 3.02), and
all material consents, shall be in writing. Each of the applicable Special
Servicer and the applicable Master Servicer shall notify the other such party,
each Rating Agency, the Certificate Administrator, the Trustee, the Controlling
Class Representative and, if the Serviced Mortgage Loan is included in a
Serviced Mortgage Loan Group, the related Serviced Non-Pooled Mortgage Loan
Noteholder(s), in writing, of any material modification, waiver, amendment or
other action entered into or taken thereby in respect of any Serviced Mortgage
Loan pursuant to this Section 3.20 (other than waivers of Default Charges for
which the consent of the applicable Special Servicer is required under Section
3.02) and the date thereof, and shall deliver to the Trustee or the related
Custodian for deposit in the related Mortgage File (with a copy to the other
such party and, if the Serviced Mortgage Loan is included in a Serviced Mortgage
Loan Group, the applicable Serviced Non-Pooled Mortgage Loan Noteholders), an
original counterpart of the agreement relating to such modification, waiver,
amendment or other action agreed to or taken by it, promptly (and in any event
within ten Business Days) following the execution thereof. In addition,
following the execution of any modification, waiver or amendment agreed to by
the applicable Special Servicer or the applicable Master Servicer, as
appropriate, pursuant to Section 3.20(a) above, the applicable Special Servicer
or the applicable Master Servicer, as applicable, shall deliver to the other
such party, the Certificate Administrator, the Trustee, the Rating Agencies and,
if affected, each applicable Serviced Non-Pooled Mortgage Loan Noteholder an
Officer's Certificate certifying that all of the requirements of Section 3.20(a)
have been met and, in the case of the applicable Special Servicer, setting forth
in reasonable detail the basis of the determination made by it pursuant to
Section 3.20(a)(ii); provided that, if such modification, waiver or amendment
involves an extension of the maturity of any Serviced Mortgage Loan, such
Officer's Certificate shall be so delivered before the modification, waiver or
amendment is agreed to.

          (e) With respect to any Performing Serviced Mortgage Loan that is an
ARD Mortgage Loan after its Anticipated Repayment Date, the applicable Master
Servicer shall be permitted, with the consent of the applicable Special Servicer
(which consent shall be deemed granted if not denied in writing within ten
Business Days after receipt of the applicable Master Servicer's request
therefor), to waive (such waiver to be in writing addressed to the related
Borrower, with a copy to the Trustee) all or any portion of the accrued Post-ARD
Additional Interest in respect of such ARD Mortgage Loan if (i) the related
Borrower has requested the right to prepay such ARD Mortgage Loan in full
together with all payments required by the related Mortgage Loan Documents in
connection with such prepayment except for such accrued Post-ARD Additional
Interest, and (ii) the applicable Master Servicer has determined, in its
reasonable judgment, that waiving such Post-ARD Additional Interest is in
accordance with the Servicing Standard. The applicable Master Servicer shall
prepare all documents necessary and appropriate to effect any such waiver and
shall coordinate with the related Borrower for the execution and delivery of
such documents.

          (f) Notwithstanding anything in this Section 3.20 or in Section 3.08,
Section 3.24, Section 3.27 and/or Section 3.28 to the contrary, the applicable
Master Servicer shall not be required to seek the consent of, or provide prior
notice to, the applicable Special Servicer, any Certificateholder, the
applicable Serviced Mortgage Loan Group


                                      -179-



Controlling Party or any Serviced Non-Pooled Pari Passu Companion Loan
Noteholder or obtain any confirmation from the Rating Agencies with respect to
the absence of an Adverse Rating Event (unless required by the Mortgage Loan
Documents) in order to approve the following modifications, waivers or
amendments of the Performing Serviced Mortgage Loans: (i) waivers of minor
covenant defaults (other than financial covenants), including late financial
statements; (ii) releases of non-material parcels of a Mortgaged Property
(including, without limitation, any such releases (A) to which the related
Mortgage Loan Documents expressly require the mortgagee thereunder to make such
releases upon the satisfaction of certain conditions (and the conditions to the
release that are set forth in the related Mortgage Loan Documents do not include
the approval of the lender or the exercise of lender discretion (other than
confirming the satisfaction of the other conditions to the release set forth in
the related Mortgage Loan Documents that do not include any other approval or
exercise)) and such release is made as required by the related Mortgage Loan
Documents or (B) that are related to any condemnation action that is pending, or
threatened in writing, and would affect a non-material portion of the Mortgaged
Property); (iii) grants of easements or rights of way that do not materially
affect the use or value of a Mortgaged Property or the Borrower's ability to
make any payments with respect to the related Serviced Mortgage Loan; (iv)
granting other routine approvals, including the granting of subordination and
nondisturbance and attornment agreements and consents involving routine leasing
activities that affect less than the greater of (a) 30% of the net rentable area
of the Mortgaged Property or (b) 30,000 square feet of the Mortgaged Property
(but the applicable Master Servicer shall deliver to the Controlling Class
Representative copies of any such approvals granted by such Master Servicer);
(v) approval of annual budgets to operate the Mortgaged Property; (vi) grants of
any waiver or consent that the applicable Master Servicer determines (in
accordance with the Servicing Standard) to be immaterial; (vii) approving a
change of the property manager at the request of the related Borrower (provided
that the related Mortgaged Property is not a hospitality property and either (A)
the change occurs in connection with an assignment and assumption approved in
accordance with Section 3.08 or (B) the successor property manager is not
affiliated with the Borrower and is a nationally or regionally recognized
manager of similar properties and the related Serviced Pooled Mortgage Loan does
not have a Stated Principal Balance that is greater than or equal to $8,500,000
or 2% of the then aggregate Stated Principal Balance of the Mortgage Pool,
whichever is less, or (viii) modifications to cure any ambiguity in, or to
correct or supplement any provision of a Mortgage Loan Group Intercreditor
Agreement to the extent permitted therein without obtaining confirmation from
the Rating Agencies with respect to the absence of an Adverse Rating Event,
except that Controlling Class Certificateholder consent shall be required for
any such modification; provided that such modification, waiver, consent or
amendment (x) would not constitute a "significant modification" of the subject
Serviced 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
Pool or an Adverse Grantor Trust Event with respect to any Grantor Trust Pool,
and (y) would be consistent with the Servicing Standard.

          (g) If and to the extent that the Trust, as holder of a
Non-Trust-Serviced Pooled Mortgage Loan, is entitled to consent to or approve
any modification, waiver or amendment of such Non-Trust-Serviced Pooled Mortgage
Loan, the applicable Master Servicer shall be responsible for responding to any
request for such consent or approval in accordance with the Servicing Standard,
and subject to the same conditions and/or restrictions, as if such
Non-Trust-Serviced Pooled Mortgage Loan was a Performing Serviced Mortgage Loan.
Insofar as any other Person would have consent rights hereunder with respect to
a similar modification, waiver or amendment of a Pooled Mortgage Loan that is a
Performing Serviced Mortgage Loan (other than Pooled Mortgage Loans included in
a Serviced Mortgage Loan Group), such Person shall likewise have the same
consent rights, subject to the same conditions and/or restrictions, with respect
to such modification, waiver or amendment of such Non-Trust-Serviced Pooled
Mortgage Loan.

          (h) The applicable Master Servicer shall, as to each Serviced Mortgage
Loan which is secured by the interest of the related Borrower under a Ground
Lease as listed on the Pooled Mortgage Loan Schedule, in accordance with the
related Mortgage Loan Documents, promptly (and, in any event, within 45 days)
after the Closing Date notify the related ground lessor of the transfer of such
Mortgage Loan to the Trust pursuant to this Agreement and inform such ground
lessor that any notices of default under the related Ground Lease should
thereafter be forwarded to such Master Servicer.


                                      -180-



          SECTION 3.21. Transfer of Servicing Between Applicable Master Servicer
                        and Applicable Special Servicer; Record Keeping.

          (a) Upon determining that a Servicing Transfer Event has occurred with
respect to any Serviced Mortgage Loan, the applicable Master Servicer shall
immediately give notice thereof to the Controlling Class Representative (and to
the related Serviced Non-Pooled Mortgage Loan Noteholder), and if the applicable
Master Servicer is not also the applicable Special Servicer, the applicable
Master Servicer shall immediately give notice thereof to the applicable Special
Servicer and the Trustee, and shall deliver the related Servicing File to the
applicable Special Servicer and shall use its best reasonable efforts to provide
the applicable Special Servicer with all information, documents (or copies
thereof) and records (including records stored electronically on computer tapes,
magnetic discs and the like) relating to such Mortgage Loan and reasonably
requested by the applicable Special Servicer to enable such Special Servicer to
assume its functions hereunder with respect thereto without acting through a
Sub-Servicer. The information, documents and records to be delivered by the
applicable Master Servicer to the applicable Special Servicer pursuant to the
prior sentence shall include, but not be limited to, financial statements,
appraisals, environmental/engineering reports, leases, rent rolls, Insurance
Policies, UCC Financing Statements and tenant estoppels, to the extent they are
in the possession of such Master Servicer (or any Sub-Servicer thereof). The
applicable Master Servicer shall use its best reasonable efforts to comply with
the preceding two sentences within five (5) Business Days of the occurrence of
each related Servicing Transfer Event. No later than ten Business Days before
the applicable Master Servicer is required to deliver a copy of the related
Servicing File to the applicable Special Servicer, such Master Servicer shall
review such Servicing File and request from the Trustee any material documents
that it is aware are missing from such Servicing File.

          Upon determining that a Specially Serviced Mortgage Loan has become a
Corrected Mortgage Loan and if the applicable Master Servicer is not also the
applicable Special Servicer, the applicable Special Servicer shall immediately
give notice thereof to the applicable Master Servicer, the Trustee and the
Controlling Class Representative (and to the related Serviced Non-Pooled
Mortgage Loan Noteholder) and shall return the related Servicing File within
five Business Days to the applicable Master Servicer. Upon giving such notice
and returning such Servicing File to the applicable Master Servicer, the
applicable Special Servicer's obligation to service such Mortgage Loan, and the
applicable Special Servicer's right to receive the Special Servicing Fee with
respect to such Mortgage Loan, shall terminate, and the obligations of the
applicable Master Servicer to service and administer such Mortgage Loan shall
resume.

          Notwithstanding anything herein to the contrary, in connection with
the transfer to the applicable Special Servicer of the servicing of a
Cross-Collateralized Mortgage Loan as a result of a Servicing Transfer Event or
the re-assumption of servicing responsibilities by the applicable Master
Servicer with respect to any such Cross-Collateralized Mortgage Loan upon its
becoming a Corrected Mortgage Loan, the applicable Master Servicer and the
applicable Special Servicer shall each transfer to the other, as and when
applicable, the servicing of all other Cross-Collateralized Mortgage Loans
constituting part of the same Cross-Collateralized Group; provided that no
Cross-Collateralized Mortgage Loan may become a Corrected Mortgage Loan at
anytime that a continuing Servicing Transfer Event exists with respect to
another Cross-Collateralized Mortgage Loan in the same Cross-Collateralized
Group.

          (b) In servicing any Specially Serviced Mortgage Loan, the applicable
Special Servicer shall provide to the Trustee originals of documents
contemplated by the definition of "Mortgage File" and generated while the
subject Serviced Mortgage Loan is a Specially Serviced Mortgage Loan, for
inclusion in the related Mortgage File (with a copy of each such original to the
applicable Master Servicer), and copies of any additional related Mortgage Loan
information, including correspondence with the related Borrower generated while
the subject Serviced Mortgage Loan is a Specially Serviced Mortgage Loan.

          (c) The applicable Master Servicer and the applicable Special Servicer
shall each furnish to the other, upon reasonable request, such reports,
documents, certifications and information in its possession, and access to such
books and records maintained thereby, as may relate to any Serviced Mortgage
Loan or Administered REO Property and as shall be reasonably required by the
requesting party in order to perform its duties hereunder.


                                      -181-



          (d) In connection with the performance of its obligations hereunder
with respect to any Serviced Mortgage Loan or Administered REO Property, each of
the applicable Master Servicer and the applicable Special Servicer shall be
entitled to rely upon written information provided to it by the other.

          (e) Subject to the provisions of the following sentence, until such
time as a Mortgage Loan becomes a Specially Serviced Mortgage Loan, neither the
applicable Special Servicer nor any of its Affiliates shall contact the related
Borrower or any key principal of such Borrower about such Mortgage Loan without
the prior consent of the applicable Master Servicer (or, in connection with any
Mortgage Loan for which Nationwide (or any successor thereto) or Principal
Global Investors, LLC (or any successor thereto) is the applicable Primary
Servicer, the prior consent of such Primary Servicer). The applicable Special
Servicer and its Affiliates shall not use any information obtained in its
capacity as "Special Servicer" or, if applicable, as a Certificateholder, to
solicit any Borrower or a key principal of such Borrower or any mortgage broker
to permit such Special Servicer or any of its Affiliates to refinance a Mortgage
Loan transferred to the Trust by a Pooled Mortgage Loan Seller that is not
affiliated with such Special Servicer or such Certificateholder, including,
without limitation, (i) the name, address, phone number or other information
regarding such Borrower or a key principal of such Borrower, or (ii) information
related to the related Mortgage Loan or Mortgaged Property including, without
limitation, the maturity date, the interest rate, the prepayment provisions, or
any operating or other financial information; provided that such limitation on
the solicitation of refinancing shall not prevent the applicable Special
Servicer from pursuing such refinancing for (y) any Mortgage Loan that is a
Specially Serviced Mortgage Loan, or (z) any Mortgage Loan that is within 180
days of its Maturity Date (or if such Mortgage Loan is an ARD Mortgage Loan, its
Anticipated Repayment Date) if, after written inquiry by the applicable Special
Servicer to the applicable Master Servicer (or, in connection with any Mortgage
Loan for which Nationwide (or any successor thereto) or Principal Global
Investors, LLC (or any successor thereto) is the applicable Primary Servicer,
written inquiry by the applicable Special Servicer to such Primary Servicer),
such Master Servicer (or, if applicable, such Primary Servicer) indicates that
the Borrower has not obtained a written commitment for refinancing.

          SECTION 3.22. Sub-Servicing Agreements and the Primary Servicing
                        Agreements.

          (a) Each Master Servicer and the applicable Special Servicer may enter
into Sub-Servicing Agreements to provide for the performance by third parties of
any or all of their respective obligations hereunder, provided that (A) in each
case, the Sub-Servicing Agreement (as it may be amended or modified from time to
time): (i) insofar as it affects the Trust, is consistent with this Agreement in
all material respects; (ii) expressly or effectively provides that if such
Master Servicer or Special Servicer, as the case may be, shall for any reason no
longer act in such capacity hereunder (including, without limitation, by reason
of an Event of Default), any successor to such Master Servicer or the applicable
Special Servicer, as the case may be, hereunder (including the Trustee if the
Trustee has become such successor pursuant to Section 7.02) may thereupon either
assume all of the rights and, except to the extent they arose prior to the date
of assumption, obligations of such Master Servicer or Special Servicer, as the
case may be, under such agreement or, subject to the provisions of Section
3.22(f), terminate such rights and obligations without payment of any fee
(provided, however, that the South Bay Galleria Sub-Servicing Agreement shall
not be terminated except for cause or at the direction of the related Serviced
Mortgage Loan Group Controlling Party at its own expense); (iii) prohibits the
Sub-Servicer from modifying any Mortgage Loan or commencing any foreclosure or
similar proceedings with respect to any Mortgaged Property without the consent
of such Master Servicer and, further, prohibits the Sub-Servicer from taking any
action that such Master Servicer would be prohibited from taking hereunder; (iv)
if it is entered into by a Master Servicer, does not purport to delegate or
effectively delegate to the related Sub-Servicer any of the rights or
obligations of the applicable Special Servicer with respect to any Specially
Serviced Mortgage Loan or otherwise; (v) provides that the Trustee, for the
benefit of the Certificateholders (and, in the case of a Sub-Servicing Agreement
related to South Bay Galleria Loan Group, also for the benefit of the related
Non-Pooled Subordinate Noteholder(s)), shall be a third party beneficiary under
such agreement, but that (except to the extent the Trustee or its designee
assumes the obligations of such Master Servicer or such Special Servicer, as the
case may be, thereunder as contemplated by the immediately preceding clause (ii)
and except with respect to the obligations of any applicable successor Master
Servicer under a Designated Sub-Servicer Agreement) none of the Trustee, any
successor to such Master Servicer or such Special Servicer, as the case may be,
or any Certificateholder shall have (and, in the case of a Sub-Servicing
Agreement related to South Bay Galleria Loan Group, the related Non-Pooled
Subordinate Noteholder(s) also shall not have) any duties under such


                                      -182-



agreement or any liabilities arising therefrom except as explicitly permitted
herein; (vi) permits any purchaser of a Pooled Mortgage Loan pursuant to this
Agreement to terminate such agreement with respect to such purchased Pooled
Mortgage Loan without cause and without payment of any termination fee; (vii)
does not permit the subject Sub-Servicer any rights of indemnification out of
the Trust Fund except through such Master Servicer or such Special Servicer, as
the case may be, pursuant to Section 6.03; (viii) does not impose any liability
or indemnification obligation whatsoever on the Trustee or the
Certificateholders with respect to anything contained therein; and (ix) in the
case of the South Bay Galleria Loan Group, provides that such Sub-Servicing
Agreement may be terminated, without cause and without payment of any penalty or
termination fee, only at the direction of the related Serviced Mortgage Loan
Group Controlling Party; and (B) the Servicer Report Administrator shall not be
entitled to enter into any Sub-Servicing Agreement to provide for the
performance by third parties of any or all of the obligations imposed on it
hereunder in its capacity as Servicer Report Administrator. The applicable
Master Servicer for the PCF Pooled Mortgage Loans, the PCFII Pooled Mortgage
Loans and the Nationwide Pooled Mortgage Loans is hereby authorized and directed
to execute and deliver a separate Primary Servicing Agreement for (i) the PCF
Pooled Mortgage Loans and PCFII Pooled Mortgage Loans and (ii) the Nationwide
Pooled Mortgage Loans. Each party to this Agreement hereby acknowledges and
accepts the terms and provisions of such Primary Servicing Agreement and agrees
that, notwithstanding any other provision of this Agreement to the contrary: (A)
if such party is required hereunder to deliver any notice, certification,
report, schedule, statement or other type of writing to the applicable Master
Servicer for the Pooled Mortgage Loans that are the subject of such Primary
Servicing Agreement, then, insofar as such writing relates to one or more of
such Pooled Mortgage Loans, such party shall deliver such writing both to such
applicable Master Servicer and to the applicable Primary Servicer; (B) if any
duty or obligation of the applicable Master Servicer is delegated to the
applicable Primary Servicer under the applicable Primary Servicing Agreement,
and such task involves or requires the consent of the applicable Special
Servicer, then the applicable Special Servicer shall accept the performance of
such duty or obligation directly by the applicable Primary Servicer (but such
performance must otherwise comply with the other provisions of this Agreement)
as if the applicable Master Servicer were effecting such performance and the
applicable Primary Servicer (in addition to the applicable Master Servicer)
shall have the direct benefit of the related conditions or duties imposed on the
Special Servicer or by which the Special Servicer is bound in connection
therewith (including, without limitation, any time periods for consent or deemed
consent to be observed by the applicable Special Servicer or by which such
Special Servicer is bound); (C) the applicable Primary Servicer (in addition to
the applicable Master Servicer) shall have the benefit of Section 6.03 of this
Agreement to the same extent as if it were the applicable Master Servicer (that
is, only if, and to the extent that, the applicable Master Servicer would have
been entitled to indemnification under such Section 6.03 if it were directly
servicing the applicable Pooled Mortgage Loans that are being primary serviced
by the applicable Primary Servicer); (D) the applicable Primary Servicer (in
addition to the applicable Master Servicer) shall be entitled to engage
Sub-Servicers in accordance with this Section 3.22 (including the engagement of
a Sub-Servicer under a Designated Sub-Servicing Agreement as contemplated under
subsection (f)) as if the applicable Primary Servicer were a Master Servicer
(subject to such limitations, if any, that are imposed on such engagement under
the terms of such Primary Servicing Agreement), and any successor to the
applicable Master Servicer shall be required to assume any Designated
Sub-Servicing Agreement between the applicable Primary Servicer and the
applicable Sub-Servicer in the event of a termination of such Primary Servicer
under the applicable Primary Servicing Agreement (unless the Sub-Servicer is in
default under the terms of such Designated Sub-Servicing Agreement); (E)
amendments to this Agreement shall be restricted in the manner contemplated by
Section 12.01(h); and (F) the applicable Primary Servicer shall be a third party
beneficiary of this sentence.

          (b) References in this Agreement to actions taken or to be taken by a
Master Servicer or Special Servicer include actions taken or to be taken by a
Sub-Servicer on behalf of such Master Servicer or such Special Servicer or by a
Primary Servicer on behalf of the applicable Master Servicer with respect to the
Pooled Mortgage Loans that are the subject of a Primary Servicing Agreement, as
applicable; and, in connection therewith, all amounts advanced by any
Sub-Servicer or Primary Servicer, as applicable, to satisfy the obligations of a
Master Servicer or Special Servicer hereunder to make Advances shall be deemed
to have been advanced by such Master Servicer or Special Servicer, as the case
may be, out of its own funds and, accordingly, such Advances shall be
recoverable by such Sub-Servicer or Primary Servicer, as applicable, through
such Master Servicer in the same manner and out of the same funds as if such
Sub-Servicer or Primary Servicer, as applicable, were such Master Servicer or
Special Servicer, as the case may be. Such Advances shall accrue interest in
accordance with Sections 3.11(g) and/or 4.03(d), such interest to be allocable
between


                                      -183-



such Master Servicer or Special Servicer, as the case may be, and such
Sub-Servicer or Primary Servicer, as applicable, as they may agree. For purposes
of this Agreement, the Master Servicers and the Special Servicers shall each be
deemed to have received any payment when a Sub-Servicer retained by it, or a
Primary Servicer on behalf of the applicable Master Servicer with respect to the
Pooled Mortgage Loans that are the subject of a Primary Servicing Agreement, as
applicable, receives such payment.

          (c) The Master Servicers and the Special Servicers shall each deliver
to the Trustee copies of all Sub-Servicing Agreements, and any amendments
thereto and modifications thereof, entered into by it promptly upon its
execution and delivery of such documents.

          (d) Each Sub-Servicer actually performing servicing functions and the
Primary Servicers (i) shall be authorized to transact business in the state or
states in which the Mortgaged Properties for the Mortgage Loans it is to service
are situated, if and to the extent required by applicable law, and (ii) other
than with respect to Principal Global Investors, LLC, to the extent
sub-servicing multifamily loans, shall be an approved conventional
seller/servicer of multifamily mortgage loans for Freddie Mac or Fannie Mae or a
HUD-Approved Servicer.

          (e) Each of the Master Servicers and the Special Servicer, for the
benefit of the Trustee and the Certificateholders (and, in the case of a
Sub-Servicing Agreement related to a Serviced Mortgage Loan Group, for the
benefit of the related Serviced Non-Pooled Mortgage Loan Noteholder(s)), shall
(at no expense to any other party hereto or to the Certificateholders or the
Trust) monitor the performance and enforce the obligations of their respective
Sub-Servicers under the related Sub-Servicing Agreements and, in the case of the
applicable Master Servicer for the Pooled Mortgage Loans that are the subject of
a Primary Servicing Agreement, of such Primary Servicer under such Primary
Servicing Agreement. Such enforcement, including the legal prosecution of
claims, termination of Sub-Servicing Agreements or Primary Servicing Agreements,
as applicable, in accordance with their respective terms and the pursuit of
other appropriate remedies, shall be in such form and carried out to such an
extent and at such time as such Master Servicer or Special Servicer, as
applicable, in its reasonable judgment, would require were it the owner of the
subject Mortgage Loans. Subject to the terms of the related Sub-Servicing
Agreement or Primary Servicing Agreement, as applicable, including any
provisions thereof limiting the ability of a Master Servicer or Special
Servicer, as applicable, to terminate a Sub-Servicer or Primary Servicer, each
of the Master Servicers and the Special Servicers shall have the right to remove
a Sub-Servicer retained by it and, in the case of the applicable Master Servicer
for the Pooled Mortgage Loans that are the subject of such Primary Servicing
Agreement, the applicable Primary Servicer, at any time it considers such
removal to be in the best interests of Certificateholders (and/or, in the case
of a Sub-Servicer for a Serviced Mortgage Loan Group, the related Serviced
Non-Pooled Mortgage Loan Noteholder(s)), as applicable, subject to, in the case
of a Sub-Servicer for the South Bay Galleria Loan Group, the approval of the
related Serviced Mortgage Loan Group Controlling Party if such approval is
required under Section 3.27.

          (f) It shall be permissible for each Designated Sub-Servicing
Agreement to prohibit a termination of the related Sub-Servicer without cause
(except that cause shall be defined to include the occurrence of an Adverse
Rating Event with respect to the continuation of such Sub-Servicer to the extent
it is actually performing servicing functions or any event caused by such
Sub-Servicer which creates an Event of Default of the applicable Master Servicer
under this Agreement) or to require the payment of a termination fee (in an
amount not to exceed the amount, if any, set forth opposite the related
Sub-Servicer on Schedule III) upon any termination without cause. Any such right
of a Sub-Servicer under a Designated Sub-Servicing Agreement shall be binding
upon any successor to the applicable Master Servicer (including the Trustee) and
the obligation to pay such termination fee upon any termination of such
Sub-Servicer shall constitute a corporate obligation (not reimbursable by the
Trust or any of the other parties to this Agreement, including the applicable
terminated Master Servicer) of such successor.

          (g) In the event the Trustee or its designee assumes the rights and
obligations of a Master Servicer or a Special Servicer under any Sub-Servicing
Agreement or any Primary Servicing Agreement, such Master Servicer or such
Special Servicer, as the case may be, at its expense shall, upon request of the
Trustee, deliver to the assuming party all documents and records relating to
such Sub-Servicing Agreement or Primary Servicing Agreement, as applicable, and
the Mortgage Loans then being serviced thereunder and an accounting of amounts
collected and held on behalf of it


                                      -184-



thereunder, and otherwise use its best efforts to effect the orderly and
efficient transfer of the Sub-Servicing Agreement or the Primary Servicing
Agreement, as applicable, to the assuming party.

          (h) Notwithstanding any Sub-Servicing Agreement entered into by it
and, in the case of the applicable Master Servicer for the Pooled Mortgage Loans
that are the subject of a Primary Servicing Agreement, notwithstanding the
Primary Servicing Agreements, the Master Servicers and the Special Servicers
shall each remain obligated and liable to the Trustee and the Certificateholders
(and, in the case of a Serviced Mortgage Loan Group, the related Serviced
Non-Pooled Mortgage Loan Noteholder(s)) for the performance of their respective
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 and/or REO Properties for
which it is responsible. The Master Servicers and the Special Servicers shall
each pay the fees of any Sub-Servicer retained by it and, in the case of the
applicable Master Servicer for the Pooled Mortgage Loans that are the subject of
a Primary Servicing Agreement, the fees of such Primary Servicer, in accordance
with the respective Sub-Servicing Agreement or Primary Servicing Agreement, as
applicable, and, in any event, from its own funds (or from funds otherwise then
payable to it hereunder).

          (i) Notwithstanding anything to the contrary set forth herein, any
account established and maintained by a Sub-Servicer pursuant to a Sub-Servicing
Agreement with a Master Servicer, or by a Primary Servicer pursuant to a Primary
Servicing Agreement with the applicable Master Servicer for the Pooled Mortgage
Loans that are the subject of such Primary Servicing Agreement, as applicable,
shall for all purposes under this Agreement be deemed to be an account
established and maintained by such Master Servicer.

          (j) Notwithstanding any contrary provisions of the foregoing
subsections of this Section 3.22, the appointment by a Master Servicer or a
Special Servicer of one or more third-party contractors for the purpose of
performing discrete, ministerial functions shall not constitute the appointment
of Sub-Servicers and shall not subject to the provisions of this Section 3.22;
provided, however, that such Master Servicer or such Special Servicer, as the
case may be, shall remain responsible for the actions of such third-party
contractors as if it were alone performing such functions and shall pay all fees
and expenses of such third-party contractors. The proviso to the preceding
sentence shall not be construed to limit the right of a Master Servicer or a
Special Servicer to be reimbursed for any cost or expense for which it is
otherwise entitled to reimbursement under this Agreement.

          (k) In addition to the conditions and restrictions set forth in the
other subsections of this Section 3.22, neither the applicable Master Servicer
nor the applicable Special Servicer shall enter into any Sub-Servicing Agreement
with respect to the South Bay Galleria Loan Group without the consent of the
South Bay Galleria Controlling Party. In addition, the South Bay Galleria
Controlling Party may require the applicable Master Servicer or the applicable
Special Servicer to terminate any particular Sub-Servicing Agreement with
respect to the South Bay Galleria Loan Group. Furthermore, if PAR is no longer a
Master Servicer, then the South Bay Galleria Controlling Party may require the
applicable Master Servicer to (A) appoint a Sub-Servicer (acceptable to the
South Bay Galleria Controlling Party in its sole discretion) with respect to the
South Bay Galleria Loan Group under a Sub-Servicing Agreement that satisfies the
applicable conditions set forth in the other subsections of this Section 3.22
and (B) delegate all of its primary servicing responsibilities and duties, and
assign all of the corresponding master servicing compensation (exclusive of a
portion of the corresponding Master Servicing Fee that is in excess of a
reasonable primary servicing fee), with respect to the South Bay Galleria Loan
Group to such Sub-Servicer.

          (l) The General Special Servicer shall not enter into any
Sub-Servicing Agreement unless the Controlling Class Representative has
consented thereto or such Sub-Servicing Agreement is required to be entered into
in connection with a Serviced Mortgage Loan Group pursuant to the exercise by a
related Serviced Non-Pooled Mortgage Loan Noteholder's exercise of its rights
under Section 7.01(b) of this Agreement, and the Special Servicer has received
written confirmation from each Rating Agency to the effect that entering into
such Sub-Servicing Agreement will not cause an Adverse Rating Event.


                                      -185-



          (m) Each Primary Servicer shall indemnify (out of its own funds
without reimbursement therefor) the Trustee, the Special Servicer, the
Depositor, the Certificate Administrator, the Trust, and any director, officer,
employee, agent or Affiliate thereof, and hold them harmless against any and all
claims, losses, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, liabilities, fees and expenses that the Trustee,
the Special Servicer, the Depositor, the Certificate Administrator and the Trust
may sustain arising from or as a result of the willful misfeasance, bad faith or
negligence in the performance of any of such Primary Servicer's duties under
this Agreement or the applicable Primary Servicing Agreement or by reason of
negligent disregard of such Primary Servicer's obligations and duties hereunder
or thereunder (including a breach of such obligations a substantial motive of
which is to obtain an economic advantage from being released from such
obligations), and if in any such situation such Primary Servicer is replaced,
such Primary Servicer agrees that the amount of such claims, losses, penalties,
fines, forfeitures, legal fees and related costs, judgments, and other costs,
liabilities, fees and expenses shall at least equal the incremental costs, if
any, of retaining a successor primary servicer. The Trustee, the Special
Servicer, the Depositor or the Certificate Administrator, as applicable, shall
immediately notify such Primary Servicer if a claim is made by any Person with
respect to this Agreement or the related Primary Servicing Agreement, the PCF
Pooled Mortgage Loans, the PCFII Pooled Mortgage Loans or the Nationwide Pooled
Mortgage Loans entitling the Trustee, the Special Servicer, the Depositor, the
Certificate Administrator or the Trust to indemnification under this Section,
whereupon such Primary Servicer shall assume the defense of any such claim (with
counsel reasonably satisfactory to the Trustee, the Special Servicer, the
Depositor or the Certificate Administrator, as applicable) and pay all expenses
in connection therewith, including counsel fees, and promptly pay, discharge and
satisfy any judgment or decree which may be entered against the Trustee, the
Special Servicer, the Depositor and/or the Certificate Administrator, as
applicable, in respect of such claim. Any failure to so notify such Primary
Servicer shall not affect any rights the Trustee, the Special Servicer, the
Depositor, the Certificate Administrator or the Trust may have to
indemnification under this Agreement, the applicable Primary Servicing Agreement
or otherwise, unless such Primary Servicer's defense of such claim is materially
prejudiced thereby. Such indemnification shall survive the termination of this
Agreement and such Primary Servicing Agreement and the resignation or
termination of the applicable Master Servicer, the Special Servicer, the
Certificate Administrator and/or the Trustee. Any expenses incurred or
indemnification payments made by the Primary Servicer shall be reimbursed by the
party so paid, if a court of competent jurisdiction makes a final,
non-appealable judgment that the conduct of such Primary Servicer was not
culpable or that such Primary Servicer did not act with willful misfeasance, bad
faith or negligence.

          (n) The parties to this Agreement acknowledge that the Nationwide
Primary Servicer has executed an undertaking, copies of which are attached
hereto as Exhibit R, in which such Primary Servicer has agreed to the
obligations purported to be imposed on it under Section 3.22(l). The parties to
this Agreement agree that each Primary Servicer shall be a third-party
beneficiary of Section 3.22(l) to the extent of the rights granted to such
Primary Servicer under such Section. The parties acknowledge that the PGI
Primary Servicer has affirmed its obligations under Section 3.22(l) by executing
this Agreement.

          (o) Notwithstanding any other provision set forth in this Agreement to
the contrary, (i) each Primary Servicer's rights and obligations under the
related Primary Servicing Agreement shall expressly survive a termination of the
applicable Master Servicer under this Agreement (unless such Primary Servicing
Agreement has been terminated in accordance with its terms) and (ii) any
successor to the applicable Master Servicer hereunder (including, without
limitation, the Trustee if its assumes the servicing obligations of such Master
Servicer) shall be deemed to automatically have assumed and agreed to the terms
and provisions of each Primary Servicing Agreement without any further action,
immediately upon such succession. Each Primary Servicer shall be a third party
beneficiary of this subsection.

          SECTION 3.23. Controlling Class Representative.

          (a) The Holders (or, in the case of Book-Entry Certificates, the
Certificate Owners) of Certificates representing more than 50% of the Class
Principal Balance of the Controlling Class shall be entitled in accordance with
this Section 3.23 to select a representative (the "Controlling Class
Representative") having the rights and powers specified in this Agreement
(including those specified in Section 3.24) or to replace an existing
Controlling Class Representative; provided that, subject to the last sentence of
this Section 3.23(a), and the acquisition by ARCap CMBS Fund II REIT, Inc. of
the Certificates of the Controlling Class, ARCap REIT, Inc. shall serve as the
initial Controlling Class Representative.


                                      -186-



Upon (i) the receipt by the Certificate Administrator of written requests for
the selection of a successor Controlling Class Representative from the Holders
(or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class, (ii) the resignation or removal of the Person acting as
Controlling Class Representative or (iii) a determination by the Certificate
Administrator that the Controlling Class has changed, the Certificate
Administrator shall promptly notify the Depositor and the Holders (and, in the
case of Book-Entry Certificates, to the extent actually known to a Responsible
Officer of the Certificate Administrator or identified thereto by the Depositary
or the Depositary Participants, the Certificate Owners) of the Controlling Class
that they may select a Controlling Class Representative. Such notice shall set
forth the process established by the Certificate Administrator for selecting a
Controlling Class Representative, which process shall include the designation of
the Controlling Class Representative by the Majority Controlling Class
Certificateholder(s) by a writing delivered to the Certificate Administrator. No
appointment of any Person as a successor Controlling Class Representative shall
be effective until such Person provides the Certificate Administrator with (i)
written confirmation of its acceptance of such appointment, (ii) written
confirmation of its agreement to keep confidential, for so long as reports are
required to be filed with respect to the Trust under Section 15(d) of the
Exchange Act, all information received by it with respect to the Trust and its
assets that has not been filed with the Commission, (iii) an address and
facsimile number for the delivery of notices and other correspondence and (iv) a
list of officers or employees of such Person with whom the parties to this
Agreement may deal (including their names, titles, work addresses and facsimile
numbers).

          (b) Within ten Business Days (or as soon thereafter as practicable if
the Controlling Class consists of Book-Entry Certificates) of any change in the
identity of the Controlling Class Representative of which a Responsible Officer
of the Certificate Administrator has actual knowledge, the Certificate
Administrator shall deliver to each of the Trustee, the Master Servicers and the
Special Servicers the identity of the Controlling Class Representative and a
list of each Holder (or, in the case of Book-Entry Certificates, to the extent
actually known to a Responsible Officer of the Certificate Administrator or
identified thereto by the Depositary or the Depositary Participants, each
Certificate Owner) of the Controlling Class, including, in each case, names and
addresses. The Certificate Administrator shall also deliver such information (of
which a Responsible Officer of the Certificate Administrator has actual
knowledge) to a Master Servicer or a Special Servicer promptly upon request
therefor by such Master Servicer or the Special Servicer, as the case may be.
With respect to such information, the Certificate Administrator shall be
entitled to conclusively rely on information provided to it by the Holders (or,
in the case of Book-Entry Certificates, subject to Section 5.06, by the
Depositary or the Certificate Owners) of such Certificates, and the Master
Servicers and the Special Servicers shall each be entitled to rely on such
information provided by the Certificate Administrator with respect to any
obligation or right hereunder that such Master Servicer or such Special
Servicer, as the case may be, may have to deliver information or otherwise
communicate with the Controlling Class Representative or any of the Holders (or,
if applicable, Certificate Owners) of the Controlling Class. In addition to the
foregoing, within two (2) Business Days of the selection, resignation or removal
of a Controlling Class Representative, the Certificate Administrator shall
notify the other parties to this Agreement of such event.

          (c) A Controlling Class Representative may at any time resign as such
by giving written notice to the Certificate Administrator, the Trustee, each
Special Servicer, each Master Servicer and each Holder (or, in the case of
Book-Entry Certificates, Certificate Owner) of the Controlling Class. The
Holders (or, in the case of Book-Entry Certificates, the Certificate Owners) of
Certificates representing more than 50% of the Class Principal Balance of the
Controlling Class shall be entitled to remove any existing Controlling Class
Representative by giving written notice to the Certificate Administrator, the
Trustee, each Special Servicer, each Master Servicer and such existing
Controlling Class Representative.

          (d) Once a Controlling Class Representative has been selected pursuant
to this Section 3.23, each of the parties to this Agreement and each
Certificateholder (or Certificate Owner, if applicable) shall be entitled to
rely on such selection unless a majority of the Holders (or, in the case of
Book-Entry Certificates, the Certificate Owners) of the Controlling Class, by
aggregate Certificate Principal Balance, or such Controlling Class
Representative, as applicable, shall have notified the Certificate Administrator
and each other party to this Agreement and each Holder (or, in the case of
Book-Entry Certificates, Certificate Owner) of the Controlling Class, in
writing, of the resignation or removal of such Controlling Class Representative.


                                      -187-



          (e) Any and all expenses of the Controlling Class Representative shall
be borne by the Holders (or, if applicable, the Certificate Owners) of
Certificates of the Controlling Class, pro rata according to their respective
Percentage Interests in such Class, and not by the Trust. Notwithstanding the
foregoing, if a claim is made against the Controlling Class Representative by a
Borrower with respect to this Agreement or any particular Mortgage Loan, the
Controlling Class Representative shall immediately notify the Certificate
Administrator, the Trustee, the applicable Master Servicer, the applicable
Primary Servicer, the applicable Special Servicer and (in any case) the General
Special Servicer, whereupon (if a Special Servicer, a Master Servicer, a Primary
Servicer, the Certificate Administrator, the Trustee, any Fiscal Agent or the
Trust are also named parties to the same action and, in the sole judgment of the
General Special Servicer, (i) the Controlling Class Representative had acted in
good faith, without negligence or willful misfeasance, with regard to the
particular matter at issue, and (ii) there is no potential for a Special
Servicer, a Master Servicer, a Primary Servicer, the Certificate Administrator,
the Trustee, any Fiscal Agent or the Trust to be an adverse party in such action
as regards the Controlling Class Representative), the General Special Servicer
on behalf of the Trust shall, subject to Section 6.03, assume the defense of any
such claim against the Controlling Class Representative; provided, however, that
no judgment against the Controlling Class Representative shall be payable out of
the Trust Fund. This provision shall survive the termination of this Agreement
and the termination or resignation of the Controlling Class Representative.

          SECTION 3.24. Certain Rights and Powers of the Controlling Class
Representative.

          (a) Subject to Section 3.24(c), the applicable Special Servicer shall
prepare a report (the "Asset Status Report") recommending the taking of certain
actions for each Serviced Mortgage Loan that becomes a Specially Serviced
Mortgage Loan and deliver such Asset Status Report to the Controlling Class
Representative and the applicable Master Servicer not later than 45 days after
the servicing of such Serviced Mortgage Loan is transferred to the applicable
Special Servicer. Such Asset Status Report shall set forth the following
information to the extent reasonably determinable:

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

               (ii) a discussion of the legal and environmental considerations
     reasonably known to the applicable Special Servicer (including without
     limitation by reason of any Phase I Environmental Assessment and any
     additional environmental testing contemplated by Section 3.09(c)),
     consistent with the Servicing Standard, that are applicable to the exercise
     of remedies set forth herein and to the enforcement of any related
     guaranties or other collateral for the related Specially Serviced 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 or Mortgaged
     Properties;

               (iv) a summary of the applicable Special Servicer's recommended
     action with respect to such Specially Serviced Mortgage Loan;

               (v) the Appraised Value of the related Mortgaged Property or
     Mortgaged Properties, together with the assumptions used in the calculation
     thereof (which the applicable Special Servicer may satisfy by providing a
     copy of the most recently obtained Appraisal); and

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

          If (i) the Controlling Class Representative affirmatively approves in
writing an Asset Status Report, (ii) after ten Business Days from receipt of an
Asset Status Report the Controlling Class Representative does not object to such
Asset Status Report or (iii) within ten Business Days after receipt of an Asset
Status Report the Controlling Class


                                      -188-



Representative objects to such Asset Status Report and the applicable Special
Servicer makes a determination in accordance with the Servicing Standard that
such objection is not in the best interest of all the Certificateholders (and,
if affected, any Serviced Non-Pooled Mortgage Loan Noteholder), all as a
collective whole, the applicable Special Servicer shall take the recommended
actions described in the Asset Status Report. If within ten Business Days after
receipt of an Asset Status Report the Controlling Class Representative objects
to such Asset Status Report and the applicable Special Servicer does not make a
determination in accordance with the Servicing Standard that such objection is
not in the best interest of all the Certificateholders (and, if affected, any
Serviced Non-Pooled Mortgage Loan Noteholder), all as a collective whole, then
(subject to Section 3.24(c)) the applicable Special Servicer shall revise such
Asset Status Report as soon as practicable thereafter, but in no event later
than 30 days after the objection to the Asset Status Report by the Controlling
Class Representative. The applicable Special Servicer shall, subject to Section
3.24(c), revise such Asset Status Report as provided in the prior sentence until
the earliest of (a) the delivery by the Controlling Class Representative of an
affirmative approval in writing of such revised Asset Status Report, (b) the
failure of the Controlling Class Representative to disapprove such revised Asset
Status Report in writing within ten (10) Business Days of its receipt thereof;
or (c) the passage of ninety (90) days from the date of preparation of the
initial version of the Asset Status Report. Following the earliest of such
events, the applicable Special Servicer shall implement the recommended action
as outlined in the most recent version of such Asset Status Report (provided
that the applicable Special Servicer shall not take any action that is contrary
to applicable law or the terms of the applicable Mortgage Loan Documents). The
applicable Special Servicer may, from time to time, subject to Section 3.24(c),
modify any Asset Status Report it has previously delivered and implement the new
action in such revised report so long as such revised report has been prepared,
reviewed and either approved or not rejected as provided above.

          Notwithstanding the prior paragraph, the applicable Special Servicer
may take any action set forth in an Asset Status Report before the expiration of
the ten (10) Business Day period during which the Controlling Class
Representative may reject such report if (A) the applicable Special Servicer has
reasonably determined that failure to take such action would materially and
adversely affect the interests of the Certificateholders (and, if affected, any
Serviced Non-Pooled Mortgage Loan Noteholder), all as a collective whole, and
(B) it has made a reasonable effort to contact the Controlling Class
Representative. The applicable Special Servicer may not take any action
inconsistent with an Asset Status Report that has been adopted as provided
above, unless such action would be required in order to act in accordance with
the Servicing Standard. If the applicable Special Servicer takes any action
inconsistent with an Asset Status Report that has been adopted as provided
above, the applicable Special Servicer shall promptly notify the Controlling
Class Representative of such inconsistent action and provide a reasonably
detailed explanation of the reasons therefor.

          The applicable Special Servicer shall deliver to the applicable Master
Servicer, the Controlling Class Representative and each Rating Agency a copy of
each Asset Status Report that has been adopted as provided above, in each case
with reasonable promptness following such adoption. The applicable Special
Servicer shall deliver to the applicable Master Servicer, the Controlling Class
Representative and each Rating Agency any comparable report contemplated by the
final sentence of Section 3.24(c).

          (b) In addition, notwithstanding anything in any other Section of this
Agreement to the contrary, but in all cases subject to Section 3.24(c), Section
3.27 and Section 3.28, the applicable Special Servicer will not be permitted to
take, or consent to the applicable Master Servicer's taking, any of the actions
identified in clauses (i) through (x) of this sentence not otherwise
specifically covered by an approved Asset Status Report, unless and until the
applicable Special Servicer has notified the Controlling Class Representative in
writing of the applicable Special Servicer's intent to take or permit the
particular action and the Controlling Class Representative has consented (or has
failed to object) thereto in writing within ten Business Days of having been
notified thereof in writing and having been provided with all reasonably
requested information with respect thereto (or, in the case of a proposed action
for which the applicable Master Servicer has requested approval from the
applicable Special Servicer, within such shorter period during which the
applicable Special Servicer is initially entitled to withhold consent without
being deemed to have approved the action):

               (i) any foreclosure upon or comparable conversion (which may
     include acquisitions of an Administered REO Property) of the ownership of
     the property or properties securing any Specially Serviced Mortgage Loan as
     comes into and continues in default;


                                      -189-



               (ii) any modification, amendment or waiver of a monetary term
     (including a change in the timing of payments but excluding the waiver of
     Default Charges) or any non-monetary term (excluding the waiver of any
     "due-on-sale" or "due-on-encumbrance" clause, which clauses are addressed
     in clause (ix) below) of (A) any Performing Serviced Mortgage Loan that has
     a principal balance of $2,500,000 or more (or, if the proposed
     modification/waiver is an extension of maturity or a waiver of Post-ARD
     Additional Interest under the circumstances contemplated by Section
     3.20(e), any such Mortgage Loan without regard to balance) or (B) any
     Specially Serviced Mortgage Loan;

               (iii) any acceptance of a discounted payoff with respect to any
     Specially Serviced Mortgage Loan;

               (iv) any determination to bring an Administered REO Property into
     compliance with applicable environmental laws or to otherwise address
     Hazardous Materials located at an Administered REO Property;

               (v) any release of collateral for any Serviced Mortgage Loan
     (except that in circumstances where either (x) both (A) the relevant
     Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with an
     outstanding principal balance of less than $2,500,000 and (B) the release
     of collateral is not conditioned on obtaining the consent of the lender
     under the related Mortgage Loan Documents, or (y) the release of collateral
     is made upon a satisfaction of the subject Serviced Mortgage Loan, the
     consent of (or failure to object by) the Controlling Class Representative
     shall not constitute a condition to the taking of or consent to such action
     by the applicable Special Servicer but the applicable Special Servicer
     shall deliver notice of such action to the Controlling Class Representative
     simultaneously with or promptly following its taking or consenting to such
     action);

               (vi) any acceptance of substitute or additional collateral for a
     Serviced Mortgage Loan (except that in circumstances where either (x) the
     relevant Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with
     an outstanding principal balance of less than $2,500,000 or (y) the
     acceptance of the substitute or additional collateral is not conditioned on
     obtaining the consent of the lender, the consent of (or failure to object
     by) the Controlling Class Representative shall not constitute a condition
     to the taking of or consent to such action by the applicable Special
     Servicer but the applicable Special Servicer shall deliver notice of such
     action to the Controlling Class Representative simultaneously with or
     promptly following its taking or consenting to such action);

               (vii) any releases of any Letters of Credit, Reserve Funds or
     other Additional Collateral with respect to any Mortgaged Property securing
     a Serviced Mortgage Loan (except that in circumstances where either (x) the
     relevant Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with
     a principal balance of less than $2,500,000 or (y) the release of the
     applicable Letter of Credit, Reserve Funds or Additional Collateral is not
     conditioned on obtaining the consent of the lender, the consent of (or
     failure to object by) the Controlling Class Representative shall not
     constitute a condition to the taking of or consent to such action by the
     applicable Special Servicer but the applicable Special Servicer shall
     deliver notice of such action to the Controlling Class Representative
     simultaneously with or promptly following its taking or consenting to such
     action);

               (viii) any termination or replacement, or consent to the
     termination or replacement, of a property manager with respect to any
     Mortgaged Property securing a Serviced Mortgage Loan (except that in
     circumstances where the relevant Serviced Mortgage Loan is a Performing
     Serviced Mortgage Loan with a principal balance of less than $2,500,000,
     the consent of (or failure to object by) the Controlling Class
     Representative shall not constitute a condition to the taking of or consent
     to such action by the applicable Special Servicer but the applicable
     Special Servicer shall deliver notice of such action to the Controlling
     Class Representative simultaneously with or promptly following its taking
     or consenting to such action) or any modification, waiver or amendment of
     any franchise or similar agreement, or any execution of a new franchise or
     similar agreement, with respect to any hospitality property;


                                      -190-



               (ix) any approval of the assignment of the Mortgaged Property
     securing any Serviced Mortgage Loan to and assumption of such Serviced
     Mortgage Loan by another Person, any waiver of a "due-on-sale" clause in
     any Mortgage Loan, any approval of a further encumbrance of the Mortgaged
     Property securing any Serviced Mortgage Loan or any waiver of a
     "due-on-encumbrance" clause in any Serviced Mortgage Loan (except that in
     circumstances where the relevant Serviced Mortgage Loan is a Performing
     Serviced Mortgage Loan with principal balance of less than $2,500,000, the
     consent of (or failure to object by) the Controlling Class Representative
     shall not constitute a condition to the taking of or consent to such action
     by the applicable Special Servicer but the applicable Special Servicer
     shall deliver notice of such action to the Controlling Class Representative
     simultaneously with or promptly following its taking or consenting to such
     action); and

               (x) any determination as to whether any type of property-level
     insurance is required under the terms of any Serviced Mortgage Loan, is
     available at commercially reasonable rates, is available for similar types
     of properties in the area in which the related Mortgaged Property is
     located or any other determination or exercise of discretion with respect
     to property-level insurance (except that in circumstances where the
     relevant Serviced Mortgage Loan is a Performing Serviced Mortgage Loan with
     a principal balance of less than $2,500,000, the consent of (or failure to
     object by) the Controlling Class Representative shall not constitute a
     condition to the taking of or consent to such action by the applicable
     Special Servicer but the applicable Special Servicer shall deliver notice
     of such action to the Controlling Class Representative simultaneously with
     or promptly following its taking or consenting to such action);

provided that, in the event that the applicable Special Servicer determines that
immediate action is necessary to protect the interests of the Certificateholders
and any Serviced Non-Pooled Mortgage Loan Noteholder (as a collective whole),
the applicable Special Servicer may take any such action without waiting for the
Controlling Class Representative's response. For the avoidance of doubt, in the
case of Mortgage Loans that are not Specially Serviced Mortgage Loans, the
requirement for approval or deemed approval of the Controlling Class
Representative in connection with any item described in the list above will
apply only to the extent that both (a) the proposed action is described in that
list and (b) the proposed action is a matter for which the applicable Master
Servicer must obtain the approval or deemed approval of the applicable Special
Servicer under the other provisions of this Agreement.

          In addition, subject to Section 3.24(c), the Controlling Class
Representative may direct the applicable Special Servicer to take, or to refrain
from taking, such actions as the Controlling Class Representative may deem
advisable with respect to the servicing and administration of Specially Serviced
Pooled Mortgage Loans and/or Administered REO Properties or as to which
provision is otherwise made herein. Upon reasonable request, the applicable
Special Servicer shall provide the Controlling Class Representative with any
information in the applicable Special Servicer's possession with respect to such
matters, including, without limitation, its reasons for determining to take a
proposed action.

          (c) Notwithstanding anything herein to the contrary: (i) none of the
Special Servicers shall have any right or obligation to consult with or to seek
and/or obtain consent or approval from any Controlling Class Representative
prior to acting (and provisions of this Agreement requiring such consultation,
consent or approval shall be of no effect) during the period following any
resignation or removal of a Controlling Class Representative and before a
replacement is selected; and (ii) no advice, direction or objection from or by
the Controlling Class Representative, as contemplated by Section 3.24(a) or any
other provision of this Agreement, may (and the applicable Special Servicer
shall ignore and act without regard to any such advice, direction or objection
that such Special Servicer has determined, in its reasonable, good faith
judgment, would): (A) require or cause such Special Servicer to violate
applicable law, the terms of any Mortgage Loan or any other Section of this
Agreement, including the applicable Special Servicer's obligation to act in
accordance with the Servicing Standard, (B) result in an Adverse REMIC Event
with respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to
any Grantor Trust Pool, (C) expose the Trust, the Depositor, a Master Servicer
(or a Primary Servicer or Sub-Servicer acting on behalf of a Master Servicer), a
Special Servicer, the Certificate Administrator, the Trustee or any of their
respective Affiliates, members, managers, officers, directors, employees or
agents, to any material claim, suit or liability or (D) materially expand the
scope of a Master Servicer's or Special Servicer's responsibilities under this
Agreement.


                                      -191-



          (d) Each Certificateholder acknowledges and agrees, by its acceptance
of its Certificates, that: (i) the Controlling Class Representative may have
special relationships and interests that conflict with those of Holders of one
or more Classes of Certificates; (ii) the Controlling Class Representative may
act solely in the interests of the Holders of the Controlling Class; (iii) the
Controlling Class Representative does not have any duties to the Holders of any
Class of Certificates other than the Controlling Class; (iv) the Controlling
Class Representative may take actions that favor interests of the Holders of the
Controlling Class over the interests of the Holders of one or more other Classes
of Certificates; and (v) the Controlling Class Representative shall have no
liability whatsoever for having so acted, and no Certificateholder may take any
action whatsoever against the Controlling Class Representative or any director,
officer, employee, agent or principal thereof for having so acted.

          (e) Notwithstanding anything to the contrary contained in this
Agreement, including other subsections of this Section 3.24, (i) with respect to
the South Bay Galleria Loan Group, the Controlling Class Representative shall
not have any of the rights set forth in this Section 3.24, unless the
Controlling Class Representative becomes the South Bay Galleria Controlling
Party, in which case such rights nonetheless shall be subject to any consent
rights of the South Bay Galleria Non-Pooled Subordinate Noteholder under the
third paragraph of Section 18(a) of the South Bay Galleria Intercreditor
Agreement, and (ii) with respect to The Tower Loan Group, the Controlling Class
Representative shall have all the rights set forth in this Section 3.24, except
that, with respect to any action described in the related Mortgage Loan Group
Intercreditor Agreement as requiring prior consultation with the related
Non-Pooled Mortgage Loan Noteholder, the applicable Special Servicer shall also
consult with (but need not obtain the approval of) such related Non-Pooled
Mortgage Loan Noteholder in addition to obtaining the approval or deemed
approval of the Controlling Class Representative.

          SECTION 3.25. Replacement of Special Servicers.

          (a) Subject to Section 3.25(b), the Controlling Class Representative
may remove the existing General Special Servicer hereunder (with or without
cause) and appoint a successor to the existing General Special Servicer;
provided that if any such removal is made without cause, then (A) the costs of
transferring the special servicing responsibilities of the removed General
Special Servicer to a successor thereto shall be paid by the Certificateholders
of the Controlling Class and (B) the Controlling Class Representative shall have
delivered or caused to have been delivered to each of the parties hereto a copy
of the request for the rating confirmation described in clause (i) of subsection
(b) that constitutes a condition to the effectiveness of the removal and/or
appointment, simultaneously with or promptly following the delivery of such
request to the Rating Agencies. In addition, the Serviced Mortgage Loan Group
Controlling Party for the South Bay Galleria Loan Group may, upon prior written
notice to the respective parties hereto, remove any existing related Loan
Specific Special Servicer for the South Bay Galleria Loan Group hereunder (with
or without cause) and appoint a successor Loan Specific Special Servicer for the
South Bay Galleria Loan Group; provided that, if any such removal is without
cause, then (A) the costs of transferring the special servicing responsibilities
to a successor Loan Specific Special Servicer shall be paid by such Serviced
Mortgage Loan Group Controlling Party and (B) such Serviced Mortgage Loan Group
Controlling Party shall have delivered or caused to have been delivered to each
of the parties hereto a copy of the request for the rating confirmation
described in clause (i) of subsection (b) that constitutes a condition to the
effectiveness of the removal and/or appointment, simultaneously with or promptly
following the delivery of such request to the Rating Agencies.

          (b) No removal of a Special Servicer and/or appointment of a successor
thereto pursuant to Section 3.25(a) shall be effective until: (i) the Trustee
shall have received (A) written confirmation from each Rating Agency for the
Rated Certificates that such removal and/or appointment will not result in an
Adverse Rating Event with respect to any Class of Rated Certificates rated by
such Rating Agency and (for so long as any Serviced Non-Pooled Pari Passu
Companion Loan is serviced and administered under this Agreement for which any
Non-Pooled Pari Passu Companion Loan Securities are outstanding) from each
applicable Rating Agency for the related Non-Pooled Pari Passu Companion Loan
Securities, as applicable, that such removal and/or appointment will not result
in an Adverse Rating Event with respect to any class of such Non-Pooled Pari
Passu Companion Loan Securities rated by such applicable Rating Agency, (B) an
Acknowledgment of Proposed Special Servicer in the form attached hereto as
Exhibit I-2, executed by the Person designated to be the successor to the
terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be
an


                                      -192-



expense of the Trustee or the Trust) substantially to the effect that (1) the
removal of such terminated Special Servicer and/or the appointment of the Person
designated to serve as successor thereto is in compliance with this Section
3.25, (2) such designated Person is duly organized, validly existing and in good
standing under the laws of the jurisdiction of its organization, (3) the
Acknowledgment of Proposed Special Servicer, the form of which is attached
hereto as Exhibit I-2, has been duly authorized, executed and delivered by such
designated Person and (4) upon the execution and delivery of the Acknowledgment
of Proposed Special Servicer, such designated Person shall be bound by the terms
of this Agreement and, subject to customary bankruptcy and insolvency exceptions
and customary equity exceptions, this Agreement shall be enforceable against
such designated Person in accordance with its terms; and (ii) if such terminated
Special Servicer has been removed without cause, the Certificateholders of the
Controlling Class (or, if a Loan Specific Special Servicer is the terminated
Special Servicer, the related Serviced Mortgage Loan Group Controlling Party)
shall have delivered to the Trustee and the terminated Special Servicer such
Certificateholders' joint and several undertaking (or, if applicable, such
Serviced Mortgage Loan Group Controlling Party's undertaking) to pay any
expenses incurred by the Trustee and such terminated Special Servicer in
connection with the transfer of special servicing responsibilities to a
successor Special Servicer.

          (c) Any Special Servicer terminated pursuant to Section 3.25(a) shall
be deemed to have been so terminated simultaneously with the designated
successor's becoming the applicable Special Servicer hereunder; provided that
(i) the terminated Special Servicer shall be entitled to receive, in connection
with its termination, payment out of the Collection Accounts of all of its
accrued and unpaid Special Servicing Fees, as and to the extent provided in
Section 3.05(a), and reimbursement from the successor to such terminated Special
Servicer of all outstanding Servicing Advances made by such terminated Special
Servicer and all unpaid Advance Interest accrued on such outstanding Servicing
Advances (in which case the successor to such terminated Special Servicer shall
be deemed to have made such Servicing Advances at the same time that such
terminated Special Servicer had actually made them), (ii) such terminated
Special Servicer shall thereafter be entitled to Workout Fees, as and to the
extent expressly permitted by Section 3.11(c), and (iii) such terminated Special
Servicer shall continue to be entitled to the benefits of Section 6.03,
notwithstanding any such termination; and provided, further, that such
terminated Special Servicer shall continue to be obligated to pay (and entitled
to receive) all other amounts accrued to (or owing by) it under this Agreement
on or prior to the effective date of such termination. Such terminated Special
Servicer shall cooperate with the Trustee and the replacement to such terminated
Special Servicer in effecting the transfer of such terminated Special Servicer's
responsibilities and rights hereunder to its successor, including the transfer
within two Business Days of its termination becoming effective pursuant to this
Section 3.25, to the replacement to such terminated Special Servicer for
administration by it of all cash amounts that at the time are or should have
been credited by such terminated Special Servicer to the REO Account maintained
by it or to any Servicing Account or Reserve Account or should have been
delivered to the Master Servicers or that are thereafter received by or on
behalf of such terminated Special Servicer with respect to any Mortgage Loan or
REO Property.

          SECTION 3.26. Application of Default Charges.

          (a) Any and all Default Charges that are actually received by or on
behalf of the Trust with respect to any Serviced Pooled Mortgage Loan (other
than any Serviced Pooled Mortgage Loan included in a Serviced Mortgage Loan
Group that includes one or more Serviced Non-Pooled Pari Passu Companion Loans)
or any REO Pooled Mortgage Loan that is a successor thereto and (to the extent
remitted to the applicable Master Servicer by the related Non-Trust Master
Servicer and, in any event, subject to the related Mortgage Loan Group
Intercreditor Agreement) any and all Default Charges that are actually received
by or on behalf of the Trust with respect to a Non-Trust-Serviced Pooled
Mortgage Loan or successor REO Mortgage Loan shall be applied for the following
purposes and in the following order, in each case to the extent of the remaining
portion of such Default Charges:

          first, to pay to the Trustee, the applicable Master Servicer or the
     Special Servicer, in that order, any Advance Interest due and owing to such
     party on outstanding Advances made thereby with respect to such Pooled
     Mortgage Loan or REO Pooled Mortgage Loan, as the case may be;


                                      -193-



          second, to reimburse the Trust for any Advance Interest paid to the
     Trustee, the applicable Master Servicer or the Special Servicer since the
     Closing Date with respect to such Pooled Mortgage Loan or REO Pooled
     Mortgage Loan, as the case may be, which interest was paid from a source
     other than Default Charges collected on such Pooled Mortgage Loan or REO
     Pooled Mortgage Loan, as the case may be; and

          third, to pay any remaining portion of such Default Charges (such
     remaining portion, "Net Default Charges") as follows: (A) if such Mortgage
     Loan is a Non-Trust-Serviced Mortgage Loan, to the applicable Master
     Servicer as Additional Master Servicing Compensation, in an amount equal to
     the entirety of such remaining portion, or (B) if such Mortgage Loan is a
     Serviced Mortgage Loan, on a pro rata basis: (i) to the applicable Master
     Servicer as Additional Master Servicing Compensation, in an amount equal to
     the product of such remaining portion and a fraction, the numerator of
     which is the aggregate amount of Default Charges (to the extent not
     previously collected and applied under this Section 3.26) accrued on such
     Mortgage Loan while such Mortgage Loan was not a Specially Serviced
     Mortgage Loan and the denominator of which is the aggregate amount of
     Default Charges (to the extent not previously collected and applied under
     this Section 3.26) theretofore accrued on such Mortgage Loan, and (ii) to
     the Special Servicer as Additional Special Servicing Compensation, in an
     amount equal to the product of such remaining portion and a fraction, the
     numerator of which is the aggregate amount of Default Charges (to the
     extent not previously collected and applied under this Section 3.26)
     accrued on such Mortgage Loan while such Mortgage Loan is a Specially
     Serviced Mortgage Loan and the denominator of which is the aggregate amount
     of Default Charges (to the extent not previously collected and applied
     under this Section 3.26) theretofore accrued on such Mortgage Loan.

          (b) Default Charges applied to reimburse the Trust pursuant to clause
second of Section 3.26(a) are intended to be available for distribution on the
Certificates pursuant to Section 4.01(a), subject to application pursuant to
Section 3.05(a) or 3.05(b) for any items payable out of general collections on
the Mortgage Pool. Default Charges applied to reimburse the Trust pursuant to
clause second of Section 3.26(a) shall be deemed to offset payments of Advance
Interest in the chronological order in which it accrued with respect to the
subject Pooled Mortgage Loan or REO Pooled Mortgage Loan (whereupon such Advance
Interest shall thereafter be deemed to have been paid out of Default Charges).

          (c) Any and all amounts otherwise distributable to the Trust as the
holder of any Pooled Mortgage Loan included in a Serviced Mortgage Loan Group
that includes one or more one or more Serviced Non-Pooled Pari Passu Companion
Loans (or any successor REO Pooled Mortgage Loan) or to the holder of such
Serviced Non-Pooled Pari Passu Companion Loan as Default Charges with respect to
such Serviced Mortgage Loan Group, shall be applied for the following purposes
and in the following order, in each case to the extent of the remaining portion
of such amounts and as and to the extent permitted under the related Mortgage
Loan Group Intercreditor Agreement:

          first, to pay to the Trustee, the applicable Master Servicer or the
     Special Servicer, in that order, that portion of any Advance Interest due
     and owing to such party on outstanding Servicing Advances made thereby with
     respect to such Serviced Mortgage Loan Group or any related REO Property
     that is allocable (which allocation shall be made pro rata according to the
     respective outstanding principal balances of the Served Pooled Mortgage
     Loan and the Serviced Non-Pooled Pari Passu Companion Loans in such
     Serviced Mortgage Loan Group) to such Mortgage Loan;

          second, either (x) in the case of the Pooled Mortgage Loan in such
     Serviced Mortgage Loan Group, to pay to the Trustee or the applicable
     Master Servicer, in that order, any Advance Interest due and owing to such
     party on outstanding P&I Advances made thereby with respect to such Pooled
     Mortgage Loan or (y) in the case of the Serviced Non-Pooled Pari Passu
     Companion Loan in such Serviced Mortgage Loan Group, to pay to one or more
     designees of the holder of such Mortgage Loan any interest similar to
     Advance Interest due and owing to such designee on any debt service
     advances made thereby for the benefit of the holder of such Serviced
     Non-Pooled Pari Passu Companion Loans;

          third, to reimburse the Trust for that portion of any Advance Interest
     paid to the Trustee, the applicable Master Servicer or the Special Servicer
     since the Closing Date with respect to Servicing Advances made with


                                      -194-



     respect to such Serviced Mortgage Loan Group and any related REO Property
     that is allocable (which allocation shall be made pro rata according to the
     respective outstanding principal balances of the Served Pooled Mortgage
     Loan and the Serviced Non-Pooled Pari Passu Companion Loans in such
     Serviced Mortgage Loan Group) to such Mortgage Loan, which interest was
     paid from a source other than Default Charges collected on such Serviced
     Mortgage Loan Group;

          fourth, either (x) in the case of the Pooled Mortgage Loan in such
     Mortgage Loan Group, to reimburse the Trust for any Advance Interest paid
     to the Trustee or the applicable Master Servicer since the Closing Date
     with respect to P&I Advances made thereby with respect to such Pooled
     Mortgage Loan, which interest was paid from a source other than Default
     Charges collected on such Serviced Mortgage Loan Group, or (y) in the case
     of the Serviced Non-Pooled Pari Passu Companion Loans in such Serviced
     Mortgage Loan Group, to reimburse the holder of such Serviced Non-Pooled
     Pari Passu Companion Loans or its designee for any interest similar to
     Advance Interest made for the benefit of the holder of the Serviced
     Non-Pooled Pari Passu Companion Loans in such Mortgage Loan Group since the
     Closing Date with respect to such Mortgage Loan, which interest was paid
     from a source other than Default Charges collected on such Serviced
     Mortgage Loan Group; and

          fifth, to pay any remaining portion of such Default Charges (such
     remaining portion, "Net Default Charges") on a pro rata basis: (i) to the
     applicable Master Servicer as Additional Master Servicing Compensation, in
     an amount equal to the product of such remaining portion and a fraction,
     the numerator of which is the aggregate amount of Default Charges (to the
     extent not previously collected and applied under this Section 3.26)
     accrued on such Serviced Mortgage Loan Group while the Mortgage Loans
     therein were not Specially Serviced Mortgage Loans and the denominator of
     which is the aggregate amount of Default Charges (to the extent not
     previously collected and applied under this Section 3.26) theretofore
     accrued on such Serviced Mortgage Loan Group and (ii) to the Special
     Servicer as Additional Special Servicing Compensation, in an amount equal
     to the product of such remaining portion and a fraction, the numerator of
     which is the aggregate amount of Default Charges (to the extent not
     previously collected and applied under this Section 3.26) accrued on such
     Serviced Mortgage Loan Group while the Mortgage Loans therein were
     Specially Serviced Mortgage Loans and the denominator of which is the
     aggregate amount of Default Charges (to the extent not previously collected
     and applied under this Section 3.26) theretofore accrued on such Serviced
     Mortgage Loan Group.

          SECTION 3.27. Certain Rights and Powers of the South Bay Galleria
                        Non-Pooled Subordinate Noteholder and the South Bay
                        Galleria Controlling Party.

          (a) Notwithstanding anything in any other Section of this Agreement to
the contrary, but in all cases subject to Section 3.27(b), the applicable Master
Servicer and the applicable Special Servicer for the South Bay Galleria Loan
Group will each be required to obtain the prior written consent, or the deemed
consent, in accordance with the South Bay Galleria Intercreditor Agreement, of
the South Bay Galleria Controlling Party prior to taking any of the actions
described in the first paragraph of Section 18(a) of the South Bay Galleria
Intercreditor Agreement; provided that (A) in the event that the applicable
Master Servicer or the applicable Special Servicer determines in accordance with
the Servicing Standard that immediate action is necessary to protect the
interests of the Certificateholders and the South Bay Galleria Non-Pooled
Subordinate Noteholder (as a collective whole), the applicable Master Servicer
or the applicable Special Servicer may take any such action without waiting for
the South Bay Galleria Controlling Party's response; and (B) the applicable
Master Servicer or the applicable Special Servicer, as the case may be, will not
be obligated to seek approval from the South Bay Galleria Controlling Party for
any actions to be taken by it if: (i) the applicable Master Servicer or the
applicable Special Servicer, as applicable, notified the South Bay Galleria
Controlling Party in writing of such actions that the applicable Master Servicer
or the applicable Special Servicer, as applicable, proposes to take with respect
to the workout or liquidation of the South Bay Galleria Loan Group, and (ii) for
60 days following the first such notice, the South Bay Galleria Controlling
Party has objected to all of those proposed actions and has failed to suggest
any alternative actions that the applicable Master Servicer or the applicable
Special Servicer considers to be consistent with the Servicing Standard.


                                      -195-



          In addition, notwithstanding any provision to the contrary contained
in this Agreement, but in any event subject to the terms of the South Bay
Galleria Intercreditor Agreement, for so long as the South Bay Galleria
Non-Pooled Subordinate Noteholder is the South Bay Galleria Controlling Party,
the South Bay Galleria Controlling Party (through the applicable Master Servicer
or the applicable Special Servicer) may communicate with, respond to requests
from and deliver any proposals to the related Borrower with respect to the items
set forth in the first paragraph of Section 18(a) of the South Bay Galleria
Intercreditor Agreement with respect to the South Bay Galleria Loan Group, the
South Bay Galleria Mortgaged Property and the related Borrower and the
applicable Master Servicer or the applicable Special Servicer may forward copies
of such communications or proposals to the related Borrower for its
consideration. The applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall follow the recommendations of the South Bay
Galleria Controlling Party with respect to such items, unless the applicable
Master Servicer or the applicable Special Servicer, as the case may be,
determines that following such recommendations would violate the standards set
forth in Section 3.27(b).

          In addition, notwithstanding any provision to the contrary contained
in this Agreement, but in any event subject to the terms of the South Bay
Galleria Intercreditor Agreement, the parties acknowledge the confirmation
rights of the Trust as the holder of the South Bay Galleria Pooled Mortgage Loan
and of the South Bay Galleria Non-Pooled Subordinate Noteholder under the third
paragraph of Section 18(a) of the South Bay Galleria Intercreditor Agreement. To
the extent that the Trust as the holder of the South Bay Galleria Pooled
Mortgage Loan is entitled to exercise such rights, such rights shall be
exercisable hereunder by the Controlling Class Representative.

          Upon reasonable request, the applicable Master Servicer or the
applicable Special Servicer shall provide the South Bay Galleria Controlling
Party with any information in the possession of the applicable Master Servicer
or the applicable Special Servicer with respect to such matters, including,
without limitation, its reasons for determining to take a proposed action.

          (b) Notwithstanding anything in this Agreement to the contrary, no
advice, direction or objection from or by the South Bay Galleria Controlling
Party, as contemplated by Section 3.27(a) or any other provision of this
Agreement, may (and the applicable Master Servicer or the applicable Special
Servicer, as the case may be, shall ignore and act without regard to any such
advice, direction or objection that such Master Servicer or such Special
Servicer, as the case may be, has determined, in its reasonable, good faith
judgment, would): (A) require or cause such Master Servicer or such Special
Servicer, as the case may be, to (i) violate applicable law, any provision of
this Agreement, or the South Bay Galleria Intercreditor Agreement, including
such Master Servicer's or such Special Servicer's, as applicable, obligation to
act in accordance with the Servicing Standard, or (ii) act in a manner that is
not in the best interests of the holders of the South Bay Galleria Loan Group
(as a collective whole), (B) result in an Adverse REMIC Event with respect to
any REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor
Trust Pool or cause the arrangement evidenced by the South Bay Galleria
Intercreditor Agreement not to be treated as a "grantor trust" for federal
income tax purposes or (C) expand the scope of the applicable Master Servicer's
or the applicable Special Servicer's, as the case may be, responsibilities under
this Agreement.

          (c) Each Certificateholder acknowledges and agrees, by its acceptance
of its Certificates, that: (i) the South Bay Galleria Non-Pooled Subordinate
Noteholder may have special relationships and interests that conflict with those
of Holders of one or more Classes of Certificates; (ii) South Bay Galleria
Non-Pooled Subordinate Noteholder may act solely in its own interests; (iii) the
South Bay Galleria Non-Pooled Subordinate Noteholder does not have any duties to
the Holders of any Class of Certificates; and (iv) the South Bay Galleria
Non-Pooled Subordinate Noteholder shall have no liability whatsoever for having
so acted in its own interests, and no Certificateholder may take any action
whatsoever against the South Bay Galleria Non-Pooled Subordinate Noteholder or
any director, officer, employee, agent or principal thereof for the South Bay
Galleria Non-Pooled Subordinate Noteholder's having so acted in its own
interests.

          (d) The South Bay Galleria Non-Pooled Subordinate Noteholder or its
designee shall be entitled to receive a copy of any notice or report required to
be delivered (upon request or otherwise) by any party hereto to the Controlling
Class Representative or the South Bay Galleria Controlling Party or the Trustee
with respect to the South Bay Galleria Loan Group, other than with respect to
any determination of the Fair Value of a South Bay Galleria Pooled


                                     -196-



Mortgage Loan pursuant to Section 3.18. Any such party shall be permitted to
require payment by the South Bay Galleria Non-Pooled Subordinate Noteholder or
such designee of a sum sufficient to cover the reasonable costs and expenses of
providing such copies pursuant to this Section 3.27(d).

          (e) Upon determining that a Servicing Transfer Event has occurred with
respect to the South Bay Galleria Loan Group in accordance with the definition
of "Specially Serviced Mortgage Loan", the applicable Master Servicer shall
promptly notify the South Bay Galleria Non-Pooled Subordinate Noteholder or its
designee.

          (f) The South Bay Galleria Controlling Party shall have the sole right
to appoint and remove the applicable Special Servicer with or without cause in
accordance with Section 3.25. Without limitation of the foregoing, the
Controlling Class Representative shall also be entitled to appoint a special
servicer meeting the requirements of Section 3.25 of this Agreement under the
circumstances specified in Section 33(d) of the South Bay Galleria Intercreditor
Agreement.

          (g) The South Bay Galleria Non-Pooled Subordinate Noteholder or its
designee shall be entitled to access to books, records, financial statements or
other documents of the related Borrower, shall be given the opportunity to
inspect the South Bay Galleria Mortgaged Property or may request the applicable
Master Servicer or the applicable Special Servicer, as the case may be, to
encourage the related Borrower to reasonably cooperate to provide the South Bay
Galleria Non-Pooled Subordinate Noteholder access for its own inspection of any
South Bay Galleria Mortgaged Property or such books or records and to discuss
the business, financial and other conditions of the related Borrower with the
officers, accountants and other representatives of the related Borrower, in each
case in accordance with the terms of the South Bay Galleria Intercreditor
Agreement. Each designee of each South Bay Galleria Non-Pooled Subordinate
Noteholder shall be entitled to access to or copies of records and information
from the applicable Master Servicer and/or the applicable Special Servicer for
the South Bay Galleria Loan Group to the same extent and under the same
conditions as the related South Bay Galleria Non-Pooled Subordinate Noteholder
is entitled to such access or copies under Section 3.15 of this Agreement. In
addition, the applicable Master Servicer shall also deliver to the South Bay
Galleria Non-Pooled Subordinate Noteholder copies of any other documents (other
than with respect to any determination of the Fair Value of a South Bay Galleria
Pooled Mortgage Loan pursuant to Section 3.18), including without limitation,
property inspection reports and loan servicing statements, all at the sole cost
of such South Bay Galleria Non-Pooled Subordinate Noteholder.

          (h) The South Bay Galleria Non-Pooled Subordinate Noteholder shall
have the right to cure defaults under and to purchase the South Bay Galleria
Pooled Mortgage Loan as provided in the related Mortgage Loan Group
Intercreditor Agreement.

          (i) The South Bay Galleria Non-Pooled Subordinate Noteholder shall be
entitled to appoint any Person to serve as a representative to exercise on
behalf of the South Bay Galleria Non-Pooled Subordinate Noteholder the rights
and powers granted to the South Bay Galleria Non-Pooled Subordinate Noteholder
hereunder or under the related Mortgage Loan Group Intercreditor Agreement;
provided, however, that shall such appointment need not be recognized hereunder
unless the South Bay Galleria Non-Pooled Subordinate Noteholder or such Person
shall have delivered or caused to have been delivered to the applicable Master
Servicer and the applicable Special Servicer a list of officers or employees of
such Person with whom the applicable Master Servicer and the applicable Special
Servicer may deal (including their names, titles, work addresses and facsimile
numbers).

          (j) Notwithstanding any provision of this Agreement to the contrary,
but subject to the Servicing Standard and the South Bay Galleria Intercreditor
Agreement, in no event shall access to any records relating to the South Bay
Galleria Loan Group be afforded, or information relating to the South Bay
Galleria Loan Group be delivered, to a related Serviced Non-Pooled Subordinate
Noteholder (or the holder of a portion of the principal balance of the related
Serviced Non-Pooled Subordinate Loan) that constitutes the Borrower under the
South Bay Galleria Loan Group or an Affiliate of such Borrower.


                                      -197-



          SECTION 3.28. Certain Rights and Powers of The Tower Non-Pooled
                        Mortgage Loan Noteholder.

          (a) Notwithstanding anything in any other Section of this Agreement to
the contrary, but in all cases subject to Section 3.28(b), with respect to any
action described in The Tower Mortgage Loan Group Intercreditor Agreement as
requiring prior consultation with The Tower Non-Pooled Mortgage Loan Noteholder,
the applicable Master Servicer or the applicable Special Servicer, as
applicable, shall also consult with (but need not obtain the approval of) The
Tower Non-Pooled Mortgage Loan Noteholder in addition to duties in respect of
such action under Section 3.24.

          (b) Each Certificateholder acknowledges and agrees, by its acceptance
of its Certificates, that: (i) The Tower Non-Pooled Mortgage Loan Noteholder may
have special relationships and interests that conflict with those of Holders of
one or more Classes of Certificates; (ii) The Tower Non-Pooled Mortgage Loan
Noteholder may act solely in its own interests; (iii) The Tower Non-Pooled
Mortgage Loan Noteholder does not have any duties to the Holders of any Class of
Certificates; and (iv) The Tower Non-Pooled Mortgage Loan Noteholder shall have
no liability whatsoever for having so acted in its own interests, and no
Certificateholder may take any action whatsoever against The Tower Non-Pooled
Mortgage Loan Noteholder or any director, officer, employee, agent or principal
thereof for The Tower Non-Pooled Mortgage Loan Noteholder's having so acted in
its own interests.

          (c) The Tower Non-Pooled Mortgage Loan Noteholder shall have the right
to cure defaults under and to purchase The Tower Pooled Mortgage Loan as
provided in the related Mortgage Loan Group Intercreditor Agreement.

          (d) The Tower Non-Pooled Mortgage Loan Noteholder shall be entitled to
appoint any Person to serve as a representative to exercise on behalf of The
Tower Non-Pooled Mortgage Loan Noteholder the rights and powers granted to The
Tower Non-Pooled Mortgage Loan Noteholder hereunder or under the related
Mortgage Loan Group Intercreditor Agreement; provided, however, that such
appointment need not be recognized hereunder unless The Tower Non-Pooled
Mortgage Loan Noteholder or such Person shall have delivered or caused to have
been delivered to the applicable Master Servicer and the applicable Special
Servicer a list of officers or employees of such Person with whom the applicable
Master Servicer and the applicable Special Servicer may deal (including their
names, titles, work addresses and facsimile numbers).

          (e) Notwithstanding any provision of this Agreement to the contrary,
but subject to the Servicing Standard and The Tower Intercreditor Agreement, in
no event shall access to any records relating to The Tower Loan Group be
afforded, or information relating to The Tower Loan Group be delivered, to a
related Serviced Non-Pooled Subordinate Noteholder (or the holder of a portion
of the principal balance of the related Serviced Non-Pooled Subordinate Loan)
that constitutes the Borrower under The Tower Loan Group or an Affiliate of such
Borrower.


                                      -198-



                                   ARTICLE IV

                         PAYMENTS TO CERTIFICATEHOLDERS

          SECTION 4.01. Distributions.

          (a) On each Distribution Date, the Certificate Administrator shall
apply amounts on deposit in the Distribution Account for the following purposes
and in the following order of priority, in each case to the extent of the
remaining portion of the Available Distribution Amount for such Distribution
Date:

          (1) concurrently, (i) from the portion of the Available Distribution
     Amount attributable to Loan Group 2, to make distributions of interest to
     the Holders of the Class A-1A Certificates up to an amount equal to all
     Distributable Certificate Interest in respect of such Class for such
     Distribution Date and, to the extent not previously paid, for all prior
     Distribution Dates, if any, (ii) from the portion of the Available
     Distribution Amount attributable to Loan Group 1, to make distributions of
     interest to the Holders of the Class A-1, A-2, A-3, A-AB and A-4
     Certificates, up to an amount equal to, and pro rata as among such Holders
     such Classes in accordance with, all Distributable Certificate Interest in
     respect of each such Class for such Distribution Date and, to the extent
     not previously paid, for all prior Distribution Dates, if any, and (iii)
     from the remaining portion of the Available Distribution Amount for such
     Distribution Date, to make distributions of interest to the Holders of the
     Class X-1, Class X-2 and Class X-W Certificates, equal to, and pro rata as
     among such Holders of such Classes in accordance with, all Distributable
     Certificate Interest in respect of each such Class for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any; provided, however, that if the Available Distribution Amount
     for such Distribution Date, or the applicable portion of the Available
     Distribution Amount attributable to either Loan Group, is insufficient to
     pay in full the total amount of interest to be distributed with respect to
     any of such Classes as described above, then the Available Distribution
     Amount will be allocated among all such Classes up to and pro rata in
     accordance with, their respective interest entitlements, without regard to
     Loan Group;

          (2) to make distributions of principal to the Holders of the
     respective Classes of Class A Senior REMIC III Certificates, allocable as
     among such Holders of such Classes as provided below, up to an amount (not
     to exceed the aggregate Class Principal Balance of such Classes outstanding
     immediately prior to such Distribution Date) equal to the entire Principal
     Distribution Amount for such Distribution Date;

          (3) to make distributions to the Holders of the respective Classes of
     Class A Senior REMIC III Certificates, up to an amount equal to, pro rata
     as among such Holders of such Classes in accordance with, and in
     reimbursement of, all Realized Losses and Additional Trust Fund Expenses,
     if any, previously allocated to each such Class pursuant to Section 4.04(a)
     and not previously reimbursed.

          (4) to make distributions of interest to the Holders of the Class A-M
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (5) after the Class Principal Balances of the Class A Senior REMIC III
     Certificates have been reduced to zero, to make distributions of principal
     to the Holders of the Class A-M Certificates, up to an amount (not to
     exceed the Class Principal Balance of such Class of Certificates
     outstanding immediately prior to such Distribution Date) equal to the
     entire Principal Distribution Amount for such Distribution Date (net of any
     portion thereof distributed on such Distribution Date to the Holders of the
     Class A Senior REMIC III Certificates pursuant to clause (2) above);


                                     -199-



          (6) to make distributions to the Holders of the Class A-M
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (7) to make distributions of interest to the Holders of the Class A-J
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (8) after the Class Principal Balance of the Class A-M Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class A-J Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (9) to make distributions to the Holders of the Class A-J
     Certificates, up to an amount equal to, and in reimbursement of, all
     Realized Losses and Additional Trust Fund Expenses, if any, previously
     allocated to such Class of Certificates pursuant to Section 4.04(a) and not
     previously reimbursed;

          (10) to make distributions of interest to the Holders of the Class B
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (11) after the Class Principal Balance of the Class A-J Certificates
     has been reduced to zero, to make distributions of principal to the Holders
     of the Class B Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (12) to make distributions to the Holders of the Class B Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (13) to make distributions of interest to the Holders of the Class C
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (14) after the Class Principal Balance of the Class B Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class C Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (15) to make distributions to the Holders of the Class C Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (16) to make distributions of interest to the Holders of the Class D
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;


                                     -200-



          (17) after the Class Principal Balance of the Class C Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class D Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (18) to make distributions to the Holders of the Class D Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (19) to make distributions of interest to the Holders of the Class E
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (20) after the Class Principal Balance of the Class D Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class E Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (21) to make distributions to the Holders of the Class E Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (22) to make distributions of interest to the Holders of the Class F
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (23) after the Class Principal Balance of the Class E Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class F Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (24) to make distributions to the Holders of the Class F Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (25) to make distributions of interest to the Holders of the Class G
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (26) after the Class Principal Balance of the Class F Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class G Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));


                                     -201-



          (27) to make distributions to the Holders of the Class G Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (28) to make distributions of interest to the Holders of the Class H
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (29) after the Class Principal Balance of the Class G Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class H Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (30) to make distributions to the Holders of the Class H Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (31) to make distributions of interest to the Holders of the Class J
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (32) after the Class Principal Balance of the Class H Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class J Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (33) to make distributions to the Holders of the Class J Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (34) to make distributions of interest to the Holders of the Class K
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (35) after the Class Principal Balance of the Class J Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class K Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (36) to make distributions to the Holders of the Class K Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (37) to make distributions of interest to the Holders of the Class L
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;


                                     -202-



          (38) after the Class Principal Balance of the Class K Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class L Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (39) to make distributions to the Holders of the Class L Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (40) to make distributions of interest to the Holders of the Class M
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (41) after the Class Principal Balance of the Class L Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class M Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (42) to make distributions to the Holders of the Class M Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (43) to make distributions of interest to the Holders of the Class N
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (44) after the Class Principal Balance of the Class M Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class N Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (45) to make distributions to the Holders of the Class N Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (46) to make distributions of interest to the Holders of the Class O
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (47) after the Class Principal Balance of the Class N Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class O Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));


                                     -203-



          (48) to make distributions to the Holders of the Class O Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;

          (49) to make distributions of interest to the Holders of the Class P
     Certificates, up to an amount equal to all Distributable Certificate
     Interest in respect of such Class of Certificates for such Distribution
     Date and, to the extent not previously paid, for all prior Distribution
     Dates, if any;

          (50) after the Class Principal Balance of the Class O Certificates has
     been reduced to zero, to make distributions of principal to the Holders of
     the Class P Certificates, up to an amount (not to exceed the Class
     Principal Balance of such Class of Certificates outstanding immediately
     prior to such Distribution Date) equal to the entire Principal Distribution
     Amount for such Distribution Date (net of any portion thereof distributed
     on such Distribution Date to the Holders of any other Class of Principal
     Balance Certificates pursuant to any prior clause of this Section 4.01(a));

          (51) to make distributions to the Holders of the Class P Certificates,
     up to an amount equal to, and in reimbursement of, all Realized Losses and
     Additional Trust Fund Expenses, if any, previously allocated to such Class
     of Certificates pursuant to Section 4.04(a) and not previously reimbursed;
     and

          (52) to make distributions to the Holders of the Class R Certificates,
     up to an amount equal to the excess, if any, of (A) the Available
     Distribution Amount for such Distribution Date, over (B) the aggregate
     distributions made in respect of the other Classes of Certificates on such
     Distribution Date pursuant to the prior clauses of this Section 4.01(a);

          Any distributions of interest made with respect to the Class X-1
Certificates, Class X-2 Certificates and Class X-W Certificates on any
Distribution Date pursuant to clause (1) above shall be deemed to have been
allocated among the respective REMIC III Components of each such Class of
Certificates on a pro rata basis in accordance with the respective amounts of
Accrued Component Interest for such REMIC III Components for such Distribution
Date.

          On each Distribution Date prior to the earlier of (a) any Class A
Principal Distribution Cross-Over Date and (b) the Final Distribution Date, the
Certificate Administrator shall allocate the aggregate distributions of
principal on the Class A Senior REMIC III Certificates contemplated by clause
(2) above, concurrently, (A) to make distributions of principal to the Holders
of the Class A-1A Certificates in an amount equal to the lesser of (i) the
portion of the Principal Distribution Amount for such Distribution Date that is
attributable to Loan Group 2 and, after the aggregate Class Principal Balance of
the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates has
been reduced to zero, the portion of the Principal Distribution Amount for such
Distribution Date that is attributable to Loan Group 1 (net of any portion
thereof that is distributable on such Distribution Date to the Holders of the
Class A-1, Class A-2, Class A-3, Class A-AB and/or Class A-4 Certificates) and
(ii) the Class Principal Balance of the Class A-1A Certificates immediately
prior to such Distribution Date; and (B) to the Holders of the Class A-1, Class
A-2, Class A-3, Class A-AB and Class A-4 Certificates collectively (to be
further allocated as among the Holders of such Classes in the manner set forth
below) in an amount equal to the lesser of (i) the portion of the Principal
Distribution Amount for such Distribution Date that is attributable to Loan
Group 1 and, after the Class Principal Balance of the Class A-1A Certificates
has been reduced to zero, the portion of the Principal Distribution Amount for
such Distribution Date that is attributable to Loan Group 2 (net of any portion
thereof that is distributable on such Distribution Date to the Holders of the
Class A-1A Certificates) and (ii) the aggregate Class Principal Balance of the
Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates
immediately prior to such Distribution Date.

          The portion of the Principal Distribution Amount that is allocated to
Holders of the Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4
Certificates collectively pursuant to clause (B) of the immediately preceding
paragraph (such portion, the "Certificate Group 1 Principal Distribution
Amount") on each distribution date will be further allocated among those holders
in the following amounts and order of priority (in each case to the extent of
the remaining unallocated portion of such aggregate distributions of principal):


                                     -204-



               (A) first, to the Holders of the Class A-AB Certificates, an
     amount equal to the lesser of (1) the Certificate Group 1 Principal
     Distribution Amount for such Distribution Date, and (2) an amount
     sufficient to reduce the Class Principal Balance of the Class A-AB
     Certificates to the Class A-AB Planned Principal Balance for such
     Distribution Date;

               (B) second, to the Holders of the Class A-1 Certificates, an
     amount equal to the lesser of (1) the Certificate Group 1 Principal
     Distribution Amount for such Distribution Date, reduced by any portion of
     such amount that is allocable to reduce the Class Principal Balance of the
     Class A-AB Certificates to the Class A-AB Planned Principal Balance for
     such Distribution Date as described in the immediately preceding clause
     (A), and (2) the Class Principal Balance of the Class A-1 Certificates
     immediately prior to such Distribution Date;

               (C) third, to the Holders of the Class A-2 Certificates, an
     amount equal to the lesser of (1) the Certificate Group 1 Principal
     Distribution Amount for such Distribution Date, reduced by any portion of
     such amount that is allocable to reduce the Class Principal Balance of the
     Class A-AB Certificates to the Class A-AB Planned Principal Balance for
     such Distribution Date as described in the immediately preceding clause (A)
     and/or any portion of such amount that is allocable to the Class A-1
     Certificates as described in the immediately preceding clause (B) and (2)
     the Class Principal Balance of the Class A-2 Certificates immediately prior
     to such Distribution Date;

               (D) fourth, to the Holders of the Class A-3 Certificates, an
     amount equal to the lesser of (1) the Certificate Group 1 Principal
     Distribution Amount for such Distribution Date, reduced by any portion of
     such amount that is allocable to reduce the Class Principal Balance of the
     Class A-AB Certificates to the Class A-AB Planned Principal Balance for
     such Distribution Date as described in the immediately preceding clause (A)
     and/or any portion of such amount that is allocable to the Class A-1 and/or
     Class A-2 Certificates as described in the immediately preceding clauses
     (B) and (C) and (2) the Class Principal Balance of the Class A-3
     Certificates immediately prior to such Distribution Date;

               (E) fifth, to the Holders of the Class A-AB Certificates, an
     amount (in addition to the amount otherwise allocated and distributable to
     them as set forth in clause (A) above) equal to the lesser of (1) the
     Certificate Group 1 Principal Distribution Amount for such Distribution
     Date, reduced by any portion of such amount that is allocable to reduce the
     Class Principal Balance of the Class A-AB Certificates to the Class A-AB
     Planned Principal Balance for such Distribution Date as described in the
     immediately preceding clause (A) and/or any portion of such amount that is
     allocable to the Class A-1, Class A-2 and/or Class A-3 Certificates as
     described in the immediately preceding clauses (B), (C) and (D) and (2) the
     Class Principal Balance of the Class A-AB Certificates immediately after
     the allocation described in clause (A) above; and

               (F) finally, after the Class Principal Balances of the Class A-1,
     Class A-2, Class A-3 and Class A-AB Certificates have been reduced to zero,
     to the Holders of the Class A-4 Certificates, an amount equal to the lesser
     of (1) the Certificate Group 1 Principal Distribution Amount for such
     Distribution Date, reduced by any portion of such amount that is allocable
     to reduce the Class Principal Balance of the Class A-AB Certificates to the
     Class A-AB Planned Principal Balance for such Distribution Date as
     described in the immediately preceding clause (A) and/or any portion of
     such amount that is allocable to the Class A-1, Class A-2, Class A-3 and/or
     Class A-AB Certificates as described in the immediately preceding clauses
     (B), (C), (D) and (E) and (2) the aggregate of the Class Principal Balances
     of the Class A-4 Certificates immediately prior to such Distribution Date.

          On each Distribution Date coinciding with or following the Class A
Principal Distribution Cross-Over Date, and in any event on the Final
Distribution Date, the Certificate Administrator shall allocate the aggregate
distributions of principal on the Class A Senior REMIC III Certificates
contemplated by clause (2) of this Section 4.01(a) to the Holders of the Class
A-1, Class A-2, Class A-3, Class A-AB, Class A-4 and Class A-1A Certificates on
a pro rata basis, without regard to Loan Group, in accordance with their
respective Class Principal Balances immediately prior to such Distribution Date,
in each case up to the Class Principal Balance of such Class.


                                     -205-



          (b) Funds on deposit in the Distribution Account on each Distribution
Date that represent Prepayment Premiums or Yield Maintenance Charges Received by
the Trust with respect to any Pooled Mortgage Loan or REO Pooled Mortgage Loan
during the related Collection Period, in each case net of any Liquidation Fees
payable therefrom, shall be distributable as follows: (A) on each Distribution
Date on which any Prepayment Premium or Yield Maintenance Charges Received by
the Trust on any Pooled Mortgage Loan in Loan Group 1, the Certificate
Administrator shall withdraw from the Distribution Account and distribute to the
Holders of each Class of the Class A-1, Class A-2, Class A-3, Class A-AB, Class
A-4, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G
and Class H Certificates to whom the Certificate Administrator is to make a
distribution in respect of principal pursuant to Section 4.01(a), an amount
equal to the product of (i) the full amount of the funds representing each
respective Prepayment Premium or Yield Maintenance Charge Received by the Trust
with respect to such Pooled Mortgage Loan or REO Pooled Mortgage Loan in Group 1
during the related Collection Period, in each case net of any Liquidation Fees
payable therefrom, multiplied by (ii) the related Base Interest Fraction, and
further multiplied by (iii) a fraction (which in no event may be greater than
1.0), the numerator of which is equal to the amount of principal to be
distributed on such Class of Principal Balance Certificates on such Distribution
Date pursuant to Section 4.01(a) and the denominator of which is equal to the
portion of the Principal Distribution Amount for such Distribution Date that is
attributable to Loan Group 1; and (B) on each Distribution Date on which any
Prepayment Premium or Yield Maintenance Charges Received by the Trust on any
Pooled Mortgage Loan in Loan Group 2, the Certificate Administrator shall
withdraw from the Distribution Account and distribute to the Holders of the
Class A-1A Certificates (if such Class of Certificates is outstanding
immediately prior to such Distribution Date) an amount equal to the product of
(i) the full amount of the funds representing each respective Prepayment Premium
or Yield Maintenance Charge Received by the Trust with respect to such Pooled
Mortgage Loan or REO Pooled Mortgage Loan in Loan Group 2 during the related
Collection Period, in each case net of any Liquidation Fees payable therefrom,
multiplied by (ii) the related Base Interest Fraction, and further multiplied by
(iii) a fraction (which in no event may be greater than 1.0), the numerator of
which is equal to the amount of principal to be distributed on such Class of
Principal Balance Certificates on such Distribution Date pursuant to Section
4.01(a) and the denominator of which is equal to the portion of the Principal
Distribution Amount for such Distribution Date that is attributable to Loan
Group 2. In the case of either the preceding clause (A) or the preceding clause
(B), if such Distribution Date occurs prior to or in December 2011 (or, in the
case of the Pooled Mortgage Loan identified on the Pooled Mortgage Loan Schedule
as "Arlington Terrace Apartments", prior to or in November 2011), the
Certificate Administrator shall withdraw from the Distribution Account any funds
on deposit in the Distribution Account that represent the remaining portion of
such Prepayment Premium or Yield Maintenance Charge and distribute (a) 50% of
such funds to the Holders of the Class X-W Certificates and (b) 50% of such
funds to the Holders of the Class X-1 and Class X-2 Certificates (79% of which
50% shall be allocated and distributed to the Holders of the Class X-1
Certificates and 21% of which 50% shall be allocated and distributed to the
Holders of the Class X-2 Certificates). If such Distribution Date occurs after
December 2011 (or, in the case of the Pooled Mortgage Loan identified on the
Pooled Mortgage Loan Schedule as "Arlington Terrace Apartments", after November
2011), the Certificate Administrator shall withdraw from the Distribution
Account any funds on deposit in the Distribution Account that represent the
remaining portion of such Prepayment Premium or Yield Maintenance Charge and
distribute (a) 50% of such funds to the Holders of the Class X-W Certificates
and (b) 50% of such funds to the Holders of the Class X-1 Certificates. Any
funds distributed on a Class of Certificates in respect of any Prepayment
Premium or Yield Maintenance Charge pursuant to this Section 4.01(c) shall
constitute an "Additional Yield Amount" for such Class.

          For purposes of the immediately preceding paragraph, the relevant
"Base Interest Fraction" in connection with any Principal Prepayment of any
Pooled Mortgage Loan that provides for the payment of a Yield Maintenance Charge
or Prepayment Premium, and with respect to any Class of Principal Balance
Certificates, shall be a fraction (A) the numerator of which is the greater of
(x) zero and (y) the difference between (i) the Pass-Through Rate on such Class
of Certificates for related Distribution Date, and (ii) the applicable Discount
Rate and (B) the denominator of which is the difference between (i) the Mortgage
Rate on such Pooled Mortgage Loan and (ii) the applicable Discount Rate;
provided, however, that: (a) under no circumstances will the Base Interest
Fraction be greater than 1.0; (b) if the applicable Discount Rate is greater
than or equal to the Mortgage Rate on such Pooled Mortgage Loan and is greater
than or equal to the Pass-Through Rate on such Class of Certificates for the
related Distribution Date, then the Base Interest Fraction will equal zero; and
(c) if the applicable Discount Rate is greater than or equal to the Mortgage
Rate on such Pooled Mortgage Loan


                                     -206-



and is less than the Pass-Through Rate on such Class of Principal Balance
Certificates for the related Distribution Date, then the Base Interest Fraction
shall be equal to 1.0; and provided, further, that with respect to the Pooled
Mortgage Loan secured by the Mortgaged Property identified on the Mortgage Loan
Schedule as "Arlington Terrace Apartments", the Base Interest Fraction will be
deemed to be equal to 50% in all relevant periods from and after December 2011.

          For purposes of the preceding paragraph, the relevant "Discount Rate"
in connection with any Prepayment Premium or Yield Maintenance Charge collected
on any prepaid Pooled Mortgage Loan or REO Pooled Mortgage Loan and
distributable on any Distribution Date shall be a rate per annum equal to (i) if
a discount rate was used in the calculation of the applicable Prepayment Premium
or Yield Maintenance Charge pursuant to the terms of the relevant Pooled
Mortgage Loan or REO Pooled Mortgage Loan, as the case may be, such discount
rate (as reported by the applicable Master Servicer), converted (if necessary)
to a monthly equivalent yield, or (ii) if a discount rate was not used in the
calculation of the applicable Prepayment Premium or Yield Maintenance Charge
pursuant to the terms of the relevant Pooled Mortgage Loan or REO Pooled
Mortgage Loan, as the case may be, the yield calculated by the linear
interpolation of the yields (as reported under the heading "U.S. Government
Securities/Treasury Constant Maturities" in Federal Reserve Statistical Release
H.15 (519) published by the Federal Reserve Board for the week most recently
ended before the date of the relevant prepayment (or deemed prepayment) of U.S.
Treasury constant maturities with a maturity date, one longer and one shorter,
most nearly approximating the related Maturity Date (in the case of a Pooled
Mortgage Loan that is not, or an REO Pooled Mortgage Loan that was not, an ARD
Mortgage Loan) or the related Anticipated Repayment Date (in the case of a
Pooled Mortgage Loan that is, or an REO Pooled Mortgage Loan that was, an ARD
Mortgage Loan), such interpolated yield converted to a monthly equivalent yield.
If Federal Reserve Statistical Release H.15 (519) is no longer published, the
Certificate Administrator shall select a comparable publication as the source of
the applicable yields of U.S. Treasury constant maturities.

          (c) On each Distribution Date, the Certificate Administrator shall
withdraw from the Distribution Account any amounts then on deposit in the Class
V Sub-Account of the Distribution Account that represent Post-ARD Additional
Interest collected or deemed collected in respect of the Pooled Mortgage Loans
that are ARD Mortgage Loans (or any successor REO Mortgage Loans with respect
thereto) during the related Collection Period and shall distribute such amounts
to the Holders of the Class V Certificates.

          (d) All distributions made with respect to each Class of Certificates
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 provided below, all such distributions with respect to each
Class of Certificates 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 Certificate Administrator with wiring instructions no less
than five 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), 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, in the case of a Principal Balance
Certificate, without regard to any possible future reimbursement of any Realized
Loss or Additional Trust Fund Expense previously allocated to such Certificate
pursuant to Section 4.04(a)) will be made in a 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. Prior to any termination of the Trust Fund pursuant
to Section 9.01, any distribution that is to be made with respect to a
Certificate in reimbursement of a Realized Loss or Additional Trust Fund Expense
previously allocated thereto, which reimbursement is to occur after the date on
which such Certificate is surrendered as contemplated by the preceding sentence,
will be made by check mailed to the address of the Certificateholder that
surrendered such Certificate as such address last appeared in the Certificate
Register or to any other address of which the Certificate Administrator was
subsequently notified in writing. If such check is returned to the Certificate
Administrator, then the Certificate Administrator, directly or through an agent,
shall take such reasonable steps to contact the related Holder and deliver such
check as it shall deem appropriate. Any funds in respect of a check returned to
the Certificate Administrator shall be set aside by the Certificate
Administrator and held uninvested in trust and credited to the account of the
appropriate Holder. The costs and expenses of locating the appropriate Holder
and holding such funds shall be paid out of such funds. No


                                     -207-



interest shall accrue or be payable to any former Holder on any amount held in
trust hereunder. If the Certificate Administrator has not, after having taken
such reasonable steps, located the related Holder by the second anniversary of
the initial sending of a check, the Certificate Administrator shall, subject to
applicable law, distribute the unclaimed funds to the Class R
Certificateholders.

          (e) Each distribution with respect to a Book-Entry Certificate shall
be paid to the Depository, as Holder thereof, and the Depository shall be
responsible for crediting the amount of such distribution to the accounts of its
Depository Participants in accordance with its normal procedures. Each
Depository Participant shall be responsible for disbursing such distribution to
the related Certificate Owners that it represents and to each indirect
participating brokerage firm for which it acts as agent. Each indirect
participating brokerage firm shall be responsible for disbursing funds to the
related Certificate Owners that it represents. None of the Trustee, the
Certificate Administrator, the Certificate Registrar, the Depositor, the Special
Servicer or the Master Servicers shall have any responsibility therefor except
as otherwise provided by this Agreement or applicable law. The Certificate
Administrator and the Depositor shall perform their respective obligations under
each of the Letter of Representations among the Depositor, the Certificate
Administrator and the initial Depository dated as of the Closing Date and
pertaining to the Book-Entry Certificates, a copy of which Letters of
Representation are attached hereto as Exhibit B.

          (f) The rights of the Certificateholders to receive distributions from
the proceeds of the Trust Fund with respect to the Certificates, and all rights
and interests of the Certificateholders in and to such distributions, shall be
as set forth in this Agreement. Neither the Holders of any Class of Certificates
nor any party hereto shall in any way be responsible or liable to the Holders of
any other Class of Certificates with respect to amounts properly previously
distributed on the Certificates.

          (g) Except as otherwise provided in Section 9.01, whenever the
Certificate Administrator receives written notification of or expects that the
final distribution with respect to any Class of Certificates (determined, in the
case of a Class of Principal Balance Certificates, without regard to any
possible future reimbursement of any Realized Loss or Additional Trust Fund
Expense previously allocated to such Class of Certificates pursuant to Section
4.04(a)) will be made on the next Distribution Date, the Certificate
Administrator shall, no later than the second Business Day prior to such
Distribution Date, mail to each Holder of record of such Class of Certificates
on such date a notice to the effect that:

               (i) the Certificate Administrator expects that the final
     distribution with respect to such Class of Certificates will be made on
     such Distribution Date but only upon presentation and surrender of such
     Certificates at the office of the Certificate Registrar or at such other
     location therein specified, and

               (ii) no interest shall accrue on such Certificates from and after
     the end of the Interest Accrual Period for such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such Class
on such Distribution Date because of the failure of such Holder or Holders to
tender their Certificates shall, on such date, be set aside and 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
Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for
cancellation in order to receive the final distribution with respect thereto. If
within one year after the second notice all such Certificates shall not have
been surrendered for cancellation, then the Certificate Administrator, 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 non-tendering Certificateholders following the
first anniversary of the delivery of such second notice thereto shall be paid
out of such funds. No interest shall accrue or be payable to any former Holder
on any amount held in trust pursuant to this paragraph. If all of the
Certificates as to which notice has been given pursuant to this Section 4.01(g)
shall not have been surrendered for cancellation by the second anniversary of
the delivery of the second notice, the Certificate Administrator shall, subject
to applicable law, distribute to the Class R Certificateholders all unclaimed
funds and other assets which remain subject thereto.


                                     -208-



          (h) Notwithstanding any other provision of this Agreement, the
Certificate Administrator shall comply with all federal withholding requirements
respecting payments to Certificateholders of interest or original issue discount
that the Certificate Administrator reasonably believes are applicable under the
Code. The consent of Certificateholders shall not be required for such
withholding. If the Certificate Administrator does withhold any amount from
interest or original issue discount payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, the Certificate
Administrator shall indicate the amount withheld to such Certificateholders.

          (i) All distributions made in respect of each Class of Principal
Balance Certificates on each Distribution Date (including the Final Distribution
Date) pursuant to Section 4.01(a) or Section 4.01(b) shall be deemed to have
first been distributed from REMIC II to REMIC III with respect to the
Corresponding REMIC II Regular Interest(s) for such Class of Principal Balance
Certificates; and all distributions made with respect to each Class of Interest
Only Certificates on each Distribution Date pursuant to Section 4.01(a) or
Section 4.01(b), and allocable to any particular REMIC III Component of such
Class of Principal Balance Certificates, shall be deemed to have first been
distributed from REMIC II to REMIC III in respect of the Corresponding REMIC II
Regular Interest for such REMIC III Component. In each case, if such
distribution on any such Class of Certificates was a distribution of accrued
interest, of principal, of additional interest (in the form of one or more
Additional Yield Amounts) or in reimbursement of any Realized Losses and
Additional Trust Fund Expenses previously allocated to such Class of Principal
Balance Certificates, then the corresponding distribution deemed to be made on a
REMIC II Regular Interest pursuant to the preceding sentence (and, if applicable
the next paragraph) shall be deemed to also be, respectively, a distribution of
accrued interest, of principal, of additional interest (in the form of one or
more Additional Yield Amounts) or in reimbursement of any Realized Losses and
Additional Trust Fund Expenses previously allocated to REMIC III in respect of
such REMIC II Regular Interest.

          If two or more REMIC II Regular Interests are all Corresponding REMIC
II Regular Interests with respect to the same Class of Principal Balance
Certificates (such as but not limited to the group of REMIC II Regular Interests
consisting of REMIC II Regular Interest A-1-1, REMIC II Regular Interest A-1-2
and REMIC II Regular Interest A-1-3), then (i) deemed distributions of accrued
interest made on such REMIC II Regular Interests shall be allocated among such
REMIC II Regular Interests on a pro rata basis in accordance with the respective
amounts of accrued interest deemed payable on each such REMIC II Regular
Interest for the subject Distribution Date; (ii) deemed distributions of
principal made on such REMIC II Regular Interests shall be allocated
sequentially to such REMIC II Regular Interests in ascending order of the
numerical portion of their alphanumeric designations that follows the portion
thereof that is the same as the alphabetic or alphanumeric designation of the
Class of Principal Balance Certificates for which such REMIC II Regular
Interests constitute Corresponding REMIC II Regular Interests (for example, in
the case of the group of REMIC II Regular Interests consisting of REMIC II
Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II Regular
Interest A-1-3, first, to REMIC II Regular Interest A-1-1; second, to REMIC II
Regular Interest A-1-2; and, third, to REMIC II Regular Interest A-1-3), in each
case until the Uncertificated Principal Balance of such REMIC II Regular
Interest is reduced to zero; (iii) deemed distributions of additional interest
(in the form of one or more Additional Yield Amounts) made on such REMIC II
Regular Interests shall be allocated among such REMIC II Regular Interests on a
pro rata basis in accordance with the respective amounts of principal allocated
to each such REMIC II Regular Interest pursuant to the immediately preceding
clause (ii) for the subject Distribution Date; and (iv) deemed distributions in
reimbursement of previously allocated Realized Losses and Additional Trust Fund
Expenses made on such REMIC II Regular Interests, shall be allocated among such
REMIC II Regular Interests on a pro rata basis in accordance with the respective
amounts deemed reimbursable with respect thereto for the subject Distribution
Date.

          The actual distributions made by the Certificate Administrator on each
Distribution Date in respect of the REMIC III Certificates pursuant to Section
4.01(a) or Section 4.01(b), as applicable, shall be deemed to have been so made
from the amounts deemed distributed with respect to the REMIC II Regular
Interests on such Distribution Date pursuant to this Section 4.01(i).
Notwithstanding the deemed distributions on the REMIC II Regular Interests
described in this Section 4.01(i), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a) or
Section 4.01(b), as applicable.

          (j) On each Distribution Date, including the Final Distribution Date,
the Available Distribution Amount for such date shall be deemed to have first
been distributed from REMIC I to REMIC II in respect of the REMIC


                                     -209-



I Regular Interests, in each case to the extent of the remaining portions of
such funds, for the following purposes and in the following order of priority:

               (i) as deemed distributions of interest with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, all Uncertificated Distributable Interest with respect to
     each REMIC I Regular Interest for such Distribution Date and, to the extent
     not previously deemed distributed, for all prior Distribution Dates;

               (ii) as deemed distributions of principal with respect to all the
     REMIC I Regular Interests, up to an amount equal to, and pro rata in
     accordance with, as to each REMIC I Regular Interest, the portion of the
     Principal Distribution Amount for such Distribution Date attributable to
     the related Pooled Mortgage Loan(s) or REO Pooled Mortgage Loan(s); and

               (iii) as deemed distributions with respect to all the REMIC I
     Regular Interests, up to an amount equal to, pro rata in accordance with,
     and in reimbursement of, any Realized Losses and Additional Trust Fund
     Expenses previously allocated to each REMIC I Regular Interest (with
     compounded interest).

          The portion of each Prepayment Premium and Yield Maintenance Charge
that is distributed to any Class of REMIC III Certificates on any Distribution
Date shall, in each case, be deemed to have been distributed from REMIC I to
REMIC II in respect of the REMIC I Regular Interest corresponding to the prepaid
Pooled Mortgage Loan or REO Pooled Mortgage Loan, as the case may be, in respect
of which such Prepayment Premium or Yield Maintenance Charge was received or
deemed received.

          The actual distributions made by the Certificate Administrator on each
Distribution Date in respect of the REMIC III Certificates pursuant to Section
4.01(a) or Section 4.01(b), as applicable, shall be deemed to have been so made
from the amounts deemed distributed with respect to the REMIC I Regular
Interests on such Distribution Date pursuant to this Section 4.01(j).
Notwithstanding the deemed distributions on the REMIC I Regular Interests
described in this Section 4.01(j), actual distributions of funds from the
Distribution Account shall be made only in accordance with Section 4.01(a) or
Section 4.01(b), as applicable.

          SECTION 4.02. Certificate Administrator Reports; Servicer Reporting.

          (a) Certificate Administrator Reports and Information. Based solely on
information provided to the Certificate Administrator by the Master Servicers
pursuant to Sections 3.12, 4.02(c) and 4.02(f), the Certificate Administrator
shall prepare (or cause to be prepared) and, on each Distribution Date, provide
or make available electronically (or, upon request by a Privileged Person who is
a Certificateholder or Certificate Owner or by any Privileged Person who cannot
receive a copy electronically, by first class mail) to each Privileged Person a
statement substantially in the form of, and containing the information set forth
in, Exhibit D-1 hereto and in any event containing the information set forth on
Exhibit D-2 (the "Certificate Administrator Report"), detailing the
distributions on such Distribution Date and the performance, both in the
aggregate and individually to the extent available, of the Pooled Mortgage Loans
and the Mortgaged Properties; provided that the Certificate Administrator need
not deliver to the Depositor, the Master Servicers, the Special Servicer, the
Underwriters, the Rating Agencies or the Controlling Class Representative any
Certificate Administrator Report that has been made available to such Person via
the Certificate Administrator's internet website as provided below; and
provided, further, that the Certificate Administrator has no affirmative
obligation to discover the identities of Certificate Owners and need only react
to Persons claiming to be Certificate Owners in accordance with Section 5.06;
and provided, further, that during any period that reports are required to be
filed with the Commission with respect to the Trust pursuant to Section 15(d) of
the Exchange Act, each recipient of the Certificate Administrator Report shall
be deemed to have agreed to keep confidential the information therein until such
Certificate Administrator Report is filed with the Commission. In any event,
each Certificate Administrator Report shall present, in addition to the other
information contemplated by Exhibit D-1 and Exhibit D-2 hereto, the respective
portions of the Available Distribution Amount for each Distribution Date that
are attributable to each Loan Group, the respective portions of the Principal
Distribution Amount for each Distribution Date that are attributable to each
Loan


                                     -210-



Group, the aggregate unpaid principal balance of each Loan Group outstanding as
of the close of business on the related Determination Date and the aggregate
Stated Principal Balance of each Loan Group outstanding immediately before and
immediately after such Distribution Date.

          On each Distribution Date, the Certificate Administrator shall provide
or make available electronically (or, upon request by a Privileged Person who is
a Certificateholder or Certificate Owner or by any Privileged Person who cannot
receive a copy electronically, by first class mail) to each Privileged Person
each file and report comprising the CMSA Investor Reporting Package (other than
the CMSA Special Servicer Loan File), to the extent received by the Certificate
Administrator since the prior Distribution Date (or, in the case of the initial
Distribution Date, since the Closing Date); provided that during any period that
reports are required to be filed with the Commission with respect to the Trust
pursuant to Section 15(d) of the Exchange Act, each recipient of such files and
reports shall be deemed to have agreed to keep confidential the information in
any such file or report until such particular file or report is filed with the
Commission. Such files and reports shall be so provided or made available such
that: (i) in the case of the CMSA Loan Setup File, the CMSA Loan Periodic Update
File, the CMSA Financial File, the CMSA Property File, the CMSA Loan Level
Reserve/LOC Report and the CMSA Reconciliation of Funds Report, such file or
report presents information for all of the Pooled Mortgage Loans and/or
Mortgaged Properties (as applicable) without segregation according to the
identities of the Master Servicers; and (ii) in the case of the CMSA Delinquent
Loan Status Report, the CMSA Historical Loan Modification and Corrected Mortgage
Loan Report, the CMSA REO Status Report, the CMSA Servicer Watch List, the CMSA
Comparative Financial Status Report, the CMSA Operating Statement Analysis
Report, the CMSA NOI Adjustment Worksheet, the CMSA Special Servicer Loan File
and the Realized Loss Report, such report presents information separately tabbed
for the Pooled Mortgage Loans and/or Mortgaged Properties or REO Properties (as
applicable) for which each respective Master Servicer is the applicable Master
Servicer. Each CMSA Loan Setup File and CMSA Loan Periodic Update File shall
indicate (based solely on the Pooled Mortgage Loan Schedule) whether each
related Pooled Mortgage Loan presented therein is contained in Loan Group 1 or
Loan Group 2.

          The Certificate Administrator shall have no obligation to provide the
information or reports described in this Section 4.02(a) until it has received
the requisite information or reports from the Master Servicers provided for
herein, and the Certificate Administrator shall not be in default hereunder due
to a delay in providing such information and reports caused by the failure of a
Master Servicer or a Special Servicer to timely deliver any information or
reports hereunder. None of the Master Servicers, the Special Servicers or the
Certificate Administrator shall be responsible for the accuracy or completeness
of any information supplied to it by a Borrower, each other or a third party,
and accepted by it in good faith, that is included in any reports, statements,
materials or information prepared or provided by either Master Servicer, any
Special Servicer or the Certificate Administrator, as applicable. None of the
Certificate Administrator, the Master Servicers or the Special Servicers shall
have any obligation to verify the accuracy or completeness of any information
provided by a Borrower, a third party or each other.

          The Certificate Administrator shall make available to the general
public each month the related Certificate Administrator Report via its internet
website initially located at "www.ctslink.com". In addition, the Certificate
Administrator shall make available each month, via its internet website on a
restricted basis solely to Privileged Persons, (i) the Unrestricted Servicer
Reports, (ii) the CMSA Bond Level File and the CMSA Collateral Summary File, and
(iii) as a convenience to interested persons (and not in furtherance of the
distribution thereof under the securities laws), the Prospectus, this Agreement
and each of the Pooled Mortgage Loan Purchase Agreements (including, in each
case, all schedules and exhibits thereto). Upon notification by the Depositor
that the Underwriters have sold the Non-Registered Certificates to unaffiliated
third parties, the Certificate Administrator shall remove the restriction
provided for in the preceding sentence and shall make such reports and documents
available to any interested person. The Certificate Administrator shall also
make available each month, on a restricted basis to any Privileged Person via
its internet website, (i) the Restricted Servicer Reports, and (ii) any other
report at the direction of the Depositor. During any period that reports are
required to be filed with the Commission with respect to the Trust pursuant to
Section 15(d) of the Exchange Act, each recipient of information regarding the
Trust on the Certificate Administrator's internet website will be deemed to have
agreed to keep confidential such information until such reports are filed with
the Commission, and to the extent such information is presented on the
Certificate Administrator's internet website, such website will bear a legend to
the following effect: "No recipient shall use or disclose the information
contained in this statement/report/file in any manner


                                     -211-



which could result in a violation of any provision of the Securities Act of 1933
or the Securities Exchange Act of 1934 or would require registration of any
Non-Registered Certificates pursuant to Section 5 of the Securities Act of
1933."

          The Certificate Administrator makes no representations or warranties
as to the accuracy or completeness of any report, document or other information
made available on its internet website and assumes no responsibility therefor.
In addition, the Certificate Administrator may disclaim responsibility for any
information distributed by the Certificate Administrator for which it is not the
original source.

          In connection with providing access to the Certificate Administrator's
internet website, the Certificate Administrator may require registration and the
acceptance of a disclaimer (provided that such website provides thereon
electronic means of fulfilling such registration and acceptance for purposes of
obtaining access to Unrestricted Servicer Reports). The Certificate
Administrator shall not be liable for the dissemination of information in
accordance herewith. Questions regarding the Certificate Administrator's
internet website can be directed to the Certificate Administrator's CMBS
customer service desk at (301) 815-6600 or such other number as the Certificate
Administrator may hereinafter specify.

          The Certificate Administrator shall be entitled to rely on but shall
not be responsible for the content or accuracy of any information provided by
third parties for purposes of preparing the Certificate Administrator Report and
may affix thereto any disclaimer it deems appropriate in its reasonable
discretion (without suggesting liability on the part of any other party hereto).

          (b) Certain Tax-Related Reporting to Certificateholders by the
Certificate Administrator. Within a reasonable period of time after the end of
each calendar year, the Certificate Administrator shall prepare, or cause to be
prepared, and mail to each Person who at any time during the calendar year was a
Certificateholder (i) a statement containing the aggregate information set forth
on page 2 of Exhibit D hereto for such calendar year or applicable portion
thereof during which such person was a Certificateholder and (ii) such other
customary information as the Certificate Administrator deems necessary or
desirable for Certificateholders to prepare their federal, state and local
income tax returns, including the amount of original issue discount accrued on
the Certificates, if applicable. The obligations of the Certificate
Administrator in the immediately preceding sentence shall be deemed to have been
satisfied to the extent that substantially comparable information shall be
provided by the Certificate Administrator pursuant to any requirements of the
Code. As soon as practicable following the request of any Certificateholder in
writing, the Certificate Administrator shall furnish to such Certificateholder
such information regarding the Pooled Mortgage Loans and the Mortgaged
Properties as such Certificateholder may reasonably request and, as has been
furnished to, or may otherwise be in the possession of, the Certificate
Administrator. Each of the Master Servicers and the Special Servicers shall
promptly provide to the Depositor and the Certificate Administrator such
information regarding, in the case of a Master Servicer, the Mortgage Loans and
the Mortgaged Properties for which it is the applicable Master Servicer and, in
the case of a Special Servicer, the Specially Serviced Mortgage Loans and the
Administered REO Properties for which it is the applicable Special Servicer, as
the case may be, in any event as such party may reasonably request and that has
been furnished to, or may otherwise be in the possession of, such Master
Servicer or such Special Servicer, as the case may be.

          (c) CMSA Loan Periodic Update Files. Not later than 9:00 a.m. (New
York City time) on the third Business Day following each Determination Date
(which is also the second Business Day preceding the related Distribution Date),
the Servicer Report Administrator shall deliver to the Certificate Administrator
the CMSA Loan Periodic Update File (which shall be accompanied by a CMSA Advance
Recovery Report), combining information with respect to the Pooled Mortgage
Loans as to which it is the applicable Master Servicer and information delivered
to the Servicer Report Administrator by the other Master Servicer with respect
to the Pooled Mortgage Loans as to which such other Master Servicer is the
applicable Master Servicer (as described in the immediately succeeding
sentence), without segregation according to the identities of the Master
Servicers, and reflecting information as of the close of business on such
Determination Date (or, in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, as of such other date as of which such information is provided pursuant to
the terms of the related Non-Trust Servicing Agreement). Not later than 9:00
a.m. (New York City time) on the second Business Day following each
Determination Date, the Master Servicer that is not the Servicer Report
Administrator shall deliver to the Servicer Report Administrator the CMSA Loan
Periodic


                                     -212-



Update File (which shall be accompanied by a CMSA Advance Recovery Report) with
respect to the Pooled Mortgage Loans as to which it is the applicable Master
Servicer, reflecting information as of the close of business on such
Determination Date (or, in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, as of such other date as of which such information is provided pursuant to
the terms of the related Non-Trust Servicing Agreement). The CMSA Loan Periodic
Update File delivered by each Master Servicer as described above shall be in an
electronic format that is mutually acceptable to the two Master Servicers and
the Certificate Administrator. Each CMSA Loan Periodic Update File and any
written information supplemental thereto shall include such information with
respect to the subject Pooled Mortgage Loans that is reasonably required by the
Certificate Administrator for purposes of making the calculations and preparing
the reports for which the Certificate Administrator is responsible pursuant to
Section 4.01, this Section 4.02, Section 4.04 or any other section of this
Agreement, as set forth in reasonable written specifications or guidelines
issued by the Certificate Administrator from time to time. Such information may
be delivered to the Certificate Administrator by the Servicer Report
Administrator and, if applicable, to the Servicer Report Administrator by the
other Master Servicer by electronic mail or in such electronic or other form as
may be reasonably acceptable to the two Master Servicers and the Certificate
Administrator. Each CMSA Loan Periodic Update File shall indicate (based solely
on the Pooled Mortgage Loan Schedule) whether each related Pooled Mortgage Loan
presented therein is contained in Loan Group 1 or Loan Group 2.

          Notwithstanding the foregoing, the parties agree that the CMSA Loan
Periodic Update File required to be delivered by each Master Servicer in January
2007 will be based solely upon information generated from actual collections
received by such Master Servicer (or, in the case of a Non-Trust-Serviced Pooled
Mortgage Loan, by the related Non-Trust Master Servicer) and from information
that the respective Pooled Mortgage Loan Sellers deliver or cause to be
delivered to such Master Servicer (including but not limited to information
prepared by third-party servicers of the subject Pooled Mortgage Loans with
respect to the period prior to the Closing Date). Each Special Servicer shall
from time to time (and, in any event, upon request) provide each Master Servicer
with such information in its possession regarding the Specially Serviced
Mortgage Loans and Administered REO Properties for which such Special Servicer
is the applicable Special Servicer as may be necessary for such Master Servicer
to prepare each report and any supplemental information to be provided by such
Master Servicer to the Certificate Administrator.

          (d) CMSA Operating Statement Analysis Report, CMSA Financial Files,
CMSA Comparative Financial Status Reports and CMSA NOI Adjustment Worksheets.
The applicable Master Servicer shall prepare and maintain a CMSA Operating
Statement Analysis Report and a CMSA NOI Adjustment Worksheet with respect to
each Mortgaged Property that secures a Serviced Pooled Mortgage Loan that is not
a Specially Serviced Pooled Mortgage Loan and the applicable Special Servicer
shall prepare and maintain a CMSA Operating Statement Analysis Report and a CMSA
NOI Adjustment Worksheet with respect to each Specially Serviced Pooled Mortgage
Loan and Administered REO Property, in each case in accordance with the
provisions described below. As to quarterly (that is, not annual) periods,
within 105 calendar days after the end of each of the first three calendar
quarters (in each year) for the trailing or quarterly information received,
commencing with respect to the quarter ending on March 31, 2007, the applicable
Master Servicer (in the case of Mortgaged Properties that secure Serviced Pooled
Mortgage Loans that are not Specially Serviced Mortgage Loans) or the applicable
Special Servicer (in the case of Mortgaged Properties securing Specially
Serviced Mortgaged Loans and Administered REO Properties) shall, based upon the
operating statements or rent rolls received (if and to the extent received) and
covering such calendar quarter, prepare (or, if previously prepared, update) the
CMSA Operating Statement Analysis Report and the CMSA Comparative Financial
Status Report for each related Mortgaged Property and/or REO Property, using the
normalized quarterly and normalized year-end operating statements and rent rolls
received from the related Borrower; provided, however, that, until such time as
CMSA shall adopt a standard that requires the use of normalized quarterly
operating statements and rent rolls, the applicable Master Servicer shall be
permitted to use the non-normalized quarterly operating statements and rent
rolls. As to annual (that is, not quarterly) periods, not later than the second
Business Day following the Determination Date occurring in June of each year
(beginning in 2007 for year-end 2006), the applicable Master Servicer (in the
case of Mortgaged Properties securing Serviced Pooled Mortgage Loans that are
not Specially Serviced Mortgage Loans) or the applicable Special Servicer (in
the case of Mortgaged Properties securing Specially Serviced Mortgage Loans and
Administered REO Properties) shall, based upon the most recently available
normalized year-end financial statements and most recently available rent rolls


                                     -213-



received (if and to the extent received) not less than thirty (30) days prior to
such second Business Day, prepare (or, if previously prepared, update) the CMSA
Operating Statement Analysis Report, the CMSA Comparative Financial Status
Report and a CMSA NOI Adjustment Worksheet for each related Mortgaged Property
and/or REO Property.

          The Master Servicers and the Special Servicers shall each remit
electronically an image (labeled according to the ARCap Naming Convention for
Electronic File Delivery) of each CMSA Operating Statement Analysis Report
and/or each CMSA NOI Adjustment Worksheet prepared or updated by it (promptly
following initial preparation and each update thereof), together with the
underlying operating statements and rent rolls (in an electronic imaged format
labeled according to the ARCap Naming Convention for Electronic File Delivery)
to the Controlling Class Representative, the Certificate Administrator (upon
request) and, in the case of such a report prepared or updated by a Master
Servicer, the applicable Special Servicer. The Certificate Administrator shall,
upon request from the applicable Master Servicer or the applicable Special
Servicer and, to the extent such items have been delivered to the Certificate
Administrator by a Master Servicer or a Special Servicer, deliver to any
Certificateholder or, if the Certificate Administrator has in accordance with
Section 5.06(b) confirmed the Ownership Interest in the Certificates held
thereby, any Certificate Owner, a copy of the CMSA Operating Statement Analysis,
the CMSA Financial File and the CMSA NOI Adjustment Worksheet (or update
thereof) for any Mortgaged Property or REO Property and, if requested, the
related operating statement or rent rolls.

          The applicable Master Servicer for a Non-Trust-Serviced Pooled
Mortgage Loan shall deliver information comparable to the above-described
information to the same Persons as described above and according to the same
time frames as described above, with reasonable promptness following such Master
Servicer's receipt of such information from the related Non-Trust Master
Servicer under the applicable Non-Trust Servicing Agreement.

          If, with respect to any Performing Serviced Mortgage Loan, the
applicable Special Servicer has any questions for the related Borrower based
upon the information delivered to the applicable Special Servicer pursuant to
Section 3.12(a) or this Section 4.02(d), the applicable Master Servicer shall,
in this regard and without otherwise changing or modifying its duties hereunder,
reasonably cooperate with the Special Servicer in assisting the Special Servicer
in the Special Servicer's efforts to contact and solicit information from such
Borrower.

          (e) Reporting by the Special Servicers. Not later than 2:00 p.m. (New
York City time) on the first Business Day following each Determination Date, the
General Special Servicer shall prepare and deliver or cause to be delivered to
both of the Master Servicers and the Controlling Class Representative, and each
Loan Specific Special Servicer shall prepare and deliver or cause to be
delivered to the applicable Master Servicer for the related Serviced Mortgage
Loan Group, the related Non-Pooled Subordinate Noteholder(s) and, upon request,
the Controlling Class Representative, the CMSA Special Servicer Loan File with
respect to those Specially Serviced Mortgage Loans and Administered REO
Properties for which it is the applicable Special Servicer, providing the
required information as of such Determination Date. In addition, each Special
Servicer shall from time to time provide the Master Servicers with such
information in such Special Servicer's possession regarding any Specially
Serviced Mortgage Loan or Administered REO Property as may be requested by
either Master Servicer and is reasonably necessary for such Master Servicer to
prepare each report and any supplemental information required to be provided by
such Master Servicer to the Certificate Administrator or (in the case of the
Master Servicer that is not the Servicer Report Administrator) to the Servicer
Report Administrator.

          (f) Other Reporting by the Master Servicers. Not later than 12:00 noon
(New York City time) on the Business Day immediately preceding each Distribution
Date, the Servicer Report Administrator shall prepare (if and to the extent
necessary) and deliver or cause to be delivered to the Certificate Administrator
a CMSA Financial File, a CMSA Property File and a CMSA Comparative Financial
Status Report, combining information for the Pooled Mortgage Loans and REO
Properties for which it is the applicable Master Servicer and the information
delivered to the Servicer Report Administrator by the other Master Servicer with
respect to the Pooled Mortgage Loans and REO Properties for which such other
Master Servicer is the applicable Master Servicer, without segregation according
to the identities of the Master Servicers, and in each case providing the most
recent information with respect to the subject Pooled Mortgage Loans and REO
Properties as of the related Determination Date (or, in the case of a
Non-Trust-Serviced Pooled Mortgage


                                     -214-



Loan, as of such other date as of which such information is provided pursuant to
the terms of the related Mortgage Loan Group Intercreditor Agreement and the
related Non-Trust Servicing Agreement) and, in each case, if applicable,
identifying each subject Pooled Mortgage Loan by loan number and property name.
Not later than 9:00 a.m. (New York City time) on the third Business Day
following each Determination Date (which date is the Business Day immediately
preceding the related Distribution Date), the Master Servicer that is not the
Servicer Report Administrator shall prepare (if and to the extent necessary) and
deliver or cause to be delivered to the Servicer Report Administrator a CMSA
Financial File, a CMSA Property File and a CMSA Comparative Financial Statement
Report, combining information for the Pooled Mortgage Loans and REO Properties
for which such Master Servicer is the applicable Master Servicer and in each
case providing the most recent information with respect to the subject Pooled
Mortgage Loans and REO Properties as of the related Determination Date (or, in
the case of a Non-Trust-Serviced Pooled Mortgage Loan, as of such other date as
of which such information is provided pursuant to the terms of the related
Non-Trust Servicing Agreement) and, in each case, if applicable, identifying
each subject Pooled Mortgage Loan by loan number and property name. Each CMSA
Financial File, CMSA Property File and CMSA Comparative Financial Statement
Report delivered by a Master Servicer as described above shall be in a
computer-readable medium downloadable by the Certificate Administrator and (if
applicable) the Servicer Report Administrator (or, at the Certificate
Administrator's or (if applicable) the Servicer Report Administrator's written
request, in a form reasonably acceptable to the recipient, including on a
loan-by-loan basis). Notwithstanding the foregoing provisions of this subsection
(f), neither Master Servicer shall be required to prepare and/or deliver any of
such files or reports with respect to the Determination Date in January 2007.

          Not later than 12:00 noon (New York City time) on the Business Day
immediately preceding each Distribution Date, the Servicer Report Administrator
shall deliver or cause to be delivered, with respect to those Pooled Mortgage
Loans and REO Properties as to which it is the applicable Master Servicer, and
shall prepare (if any to the extent necessary) and deliver or cause to be
delivered to the Certificate Administrator, in a computer-readable medium
downloadable by the Certificate Administrator (or, at the Certificate
Administrator's written request, in a form reasonably acceptable to the
recipient, including on a loan-by-loan basis), a CMSA Delinquent Loan Status
Report, a CMSA Historical Loan Modification and Corrected Mortgage Loan Report,
a CMSA REO Status Report, a CMSA Operating Statement Analysis Report, a CMSA
Comparative Financial Status Report, a CMSA Servicer Watch List, a CMSA NOI
Adjustment Worksheet, a CMSA Special Servicer Loan File (in the forms provided
by the Special Servicers) and a Realized Loss Report, in each case combining
information for the Pooled Mortgage Loans and REO Properties for which it is the
applicable Master Servicer and the information delivered to the Servicer Report
Administrator by the other Master Servicer with respect to the Pooled Mortgage
Loans and REO Properties for which such other Master Servicer is the applicable
Master Servicer but segregated according to the identities of the Master
Servicers, in each case providing the most recent information with respect to
the subject Pooled Mortgage Loans and REO Properties as of the related
Determination Date (or, in the case of a Non-Trust-Serviced Pooled Mortgage
Loan, as of such other date as of which such information is provided pursuant to
the terms of the related Non-Trust Servicing Agreement) and, in each case, if
applicable, identifying each subject Pooled Mortgage Loan by loan number and
property name. On the third Business Day following each Determination Date
(which date is the Business Day immediately preceding the related Distribution
Date), the Master Servicer that is not the Servicer Report Administrator, shall
prepare (if any to the extent necessary) and deliver or cause to be delivered to
the Servicer Report Administrator, in a computer-readable medium downloadable by
the Servicer Report Administrator (or, at the Servicer Report Administrator's
written request, in a form reasonably acceptable to the recipient, including on
a loan-by-loan basis), a CMSA Delinquent Loan Status Report, a CMSA Historical
Loan Modification and Corrected Mortgage Loan Report, a CMSA REO Status Report,
a CMSA Operating Statement Analysis Report, a CMSA Comparative Financial Status
Report, a CMSA Servicer Watch List, a CMSA NOI Adjustment Worksheet, a CMSA
Special Servicer Loan File (in the form provided by the applicable Special
Servicer) and a Realized Loss Report, in each case combining information for the
Pooled Mortgage Loans and REO Properties for which it is the applicable Master
Servicer, in each case providing the most recent information with respect to the
subject Pooled Mortgage Loans and REO Properties as of the related Determination
Date (or, in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as of such
other date as of which such information is provided pursuant to the terms of the
related Non-Trust Servicing Agreement) and, in each case, if applicable,
identifying each subject Pooled Mortgage Loan by loan number and property name.
Notwithstanding the foregoing, neither Master Servicer shall be required to
prepare and deliver any of such files or reports with respect to the initial
Determination Date following the Closing Date.


                                     -215-



          Not later than the first Business Day following each Distribution Date
(which day is the second Business Day following the related Master Servicer
Remittance Date), the Servicer Report Administrator shall prepare (if and to the
extent necessary) and deliver or cause to be delivered to the Certificate
Administrator and the Controlling Class Representative an ARCap P&I Advance as
of Remittance Date Report and an ARCap Interest on Advance Reconciliation
Report, each combining information for the Pooled Mortgage Loans for which it is
the applicable Master Servicer and the information delivered to the Servicer
Report Administrator by the other Master Servicer with respect to the Pooled
Mortgage Loans for which such other Master Servicer is the applicable Master
Servicer, without segregation according to the identities of the Master
Servicers, and in each case providing the most recent information with respect
to the subject Pooled Mortgage Loans as of the Master Servicer Remittance Date
related to such Distribution Date (or, in the case of a Non-Trust-Serviced
Pooled Mortgage Loan, as of such other date as of which such information is
provided pursuant to the terms of the related Non-Trust Servicing Agreement).
Not later than each Distribution Date (which day is the first Business Day
following the related Master Servicer Remittance Date), the Master Servicer that
is not the Servicer Report Administrator shall prepare (if and to the extent
necessary) and deliver or cause to be delivered to the Servicer Report
Administrator an ARCap P&I Advance as of Remittance Date Report and an ARCap
Interest on Advance Reconciliation Report, in each case providing the most
recent information with respect to the subject Pooled Mortgage Loans as of the
Master Servicer Remittance Date related to such Distribution Date (or, in the
case of a Non-Trust-Serviced Pooled Mortgage Loan, as of such other date as of
which such information is provided pursuant to the terms of the related
Non-Trust Servicing Agreement).

          Within two Business Days following the end of each calendar month, the
Servicer Report Administrator shall prepare (if and to the extent necessary) and
deliver or cause to be delivered to the Certificate Administrator and the
Controlling Class Representative an ARCap Mortgage Loans Delinquent Report,
combining information for the Pooled Mortgage Loans for which it is the
applicable Master Servicer and the information delivered to the Servicer Report
Administrator by the other Master Servicer with respect to the Pooled Mortgage
Loans for which such other Master Servicer is the applicable Master Servicer,
without segregation according to the identities of the Master Servicers, and in
each case providing the most recent information with respect to the subject
Pooled Mortgage Loans (which shall be the Pooled Mortgage Loans for which a P&I
Advance was made on the preceding P&I Advance Date) as of the end of such
calendar month. Within one Business Day following the end of each calendar
month, the Master Servicer that is not the Servicer Report Administrator shall
prepare (if and to the extent necessary) and deliver or cause to be delivered to
the Servicer Report Administrator an ARCap Mortgage Loans Delinquent Report
providing the most recent information with respect to the subject Pooled
Mortgage Loans for which such Master Servicer is the applicable Master Servicer
(which shall be the Pooled Mortgage Loans for which such Master Servicer is the
applicable Master Servicer and a P&I Advance was made on the preceding Master
Servicer Remittance Date) as of the end of such calendar month.

          Each Master Servicer may, but is not required to, make any of the
reports or files comprising the CMSA Investor Reporting Package (and any ARCap
P&I Advance as of Remittance Date Report, any ARCap Interest on Advances
Reconciliation Report and any ARCap Mortgage Loans Delinquent Report) prepared
by it with respect to the Pooled Mortgage Loans and REO Properties as to which
it is the applicable Master Servicer, available each month on such Master
Servicer's internet website only with the use of a password, in which case such
Master Servicer shall provide such password to (i) the other parties to this
Agreement, who by their acceptance of such password shall be deemed to have
agreed not to disclose such password to any other Person, (ii) the Rating
Agencies and the Controlling Class Representative, and (iii) each
Certificateholder and Certificate Owner who requests such password, provided
that any such Certificateholder or Certificate Owner, as the case may be, has
delivered a certification substantially in the form of Exhibit K-1 to the
Certificate Administrator (with a copy to such Master Servicer). In connection
with providing such access to its internet website, a Master Servicer may
require registration and the acceptance of a reasonable disclaimer and otherwise
(subject to the preceding sentence) adopt reasonable rules and procedures, which
may include, to the extent a Master Servicer deems necessary or appropriate,
conditioning access on execution of a reasonable agreement governing the
availability, use and disclosure of such information, and which may provide
indemnification to such Master Servicer for any liability or damage that may
arise therefrom. For the avoidance of doubt, the foregoing sentence shall not be
construed to limit any right to receive information already provided for in this
Agreement.


                                     -216-



          If either Master Servicer determines, in its reasonable judgment, that
information regarding the Pooled Mortgage Loans and REO Properties for which it
is the applicable Master Servicer (in addition to the information otherwise
required to be contained in the CMSA Investor Reporting Package) should be
disclosed to Certificateholders and Certificate Owners, then (i) if the nature
of the information is comparable to the information contemplated by the forms of
Restricted Servicer Reports or the applicable Master Servicer otherwise
determines that public availability of such information is not appropriate under
the circumstances, (A) the applicable Master Servicer shall be entitled to so
notify the Certificate Administrator, set forth such information in an
additional report (in a format reasonably acceptable to the Certificate
Administrator), deliver such report to the Certificate Administrator
simultaneously with the delivery of its reports described in the first paragraph
of this Section 4.02(f) and provide to the Certificate Administrator a statement
(for inclusion in the Certificate Administrator Report for the related
Distribution Date or for direct posting to the Certificate Administrator's
website, as the case may be) generally describing the type of information
provided and to the effect that such information will be made available by the
same means and at the same time that the Restricted Servicer Reports are made
available with respect to such Distribution Date; and (B) if the information
described in the immediately preceding clause (A) is timely received, the
Certificate Administrator shall include such statement in the Certificate
Administrator Report for such Distribution Date (or directly post it to the
Certificate Administrator's internet website) and make such additional report
available by the same means and at the same time that the Restricted Servicer
Reports are made available with respect to such Distribution Date; and (ii) if
the nature of the information is not as described by clause (i) above, the
applicable Master Servicer shall be entitled to so notify the Certificate
Administrator, set forth such information in an additional report (in a format
reasonably acceptable to the Certificate Administrator) and deliver such report
to the Certificate Administrator simultaneously with the delivery of its reports
described in the first paragraph of this Section 4.02(f); and (B) if the
information described in the immediately preceding clause (A) is timely
received, the Certificate Administrator shall include such additional report in
or as an attachment to the Certificate Administrator Report for such
Distribution Date (or directly post it to the Certificate Administrator's
internet website). If the applicable Master Servicer or the applicable Special
Servicer for a Serviced Mortgage Loan determines, in its reasonable judgment,
that information regarding such Serviced Mortgage Loan, any related Mortgaged
Property or any related REO Property for which it is the applicable Master
Servicer should be disclosed to the related Non-Pooled Mortgage Loan Noteholders
(if any), then such Master Servicer may forward or make such information
available to such Non-Pooled Mortgage Loan Noteholders.

          (g) Certain General Provisions Regarding Reporting. The applicable
Special Servicer shall deliver to the applicable Master Servicer(s) the reports
and files required to be delivered pursuant to Section 4.02(d) and Section
4.02(e), the Master Servicer that is not the Servicer Report Administrator shall
deliver to the Servicer Report Administrator the reports and files required to
be delivered pursuant to Section 4.02(c), Section 4.02(d) and Section 4.02(f)
and the applicable Master Servicer(s) shall deliver to the Certificate
Administrator the reports set forth in Section 4.02(c) and Section 4.02(f), in
an electronic format reasonably acceptable to the Special Servicers, the Master
Servicers and the Certificate Administrator. Each Master Servicer may, absent
manifest error, conclusively rely on the file to be provided by a Special
Servicer pursuant to Section 4.02(e). The Servicer Report Administrator may,
absent manifest error, conclusively rely on the reports to be provided by the
other Master Servicer pursuant to Section 4.02(c) and Section 4.20(f). The
Certificate Administrator may, absent manifest error, conclusively rely on the
reports to be provided by a Master Servicer pursuant to Section 4.02(c) and
Section 4.20(f). To the extent that any report to be prepared and provided to
the Certificate Administrator, the Controlling Class Representative and/or (if
applicable) the Servicer Report Administrator by a Master Servicer pursuant to
Section 4.02(c) and Section 4.20(f) is dependent on information from a Special
Servicer, the other Master Servicer or a party under a Non-Trust Servicing
Agreement, and such Special Servicer, such other Master Servicer or such party
under a Non-Trust Servicing Agreement (as the case may be) has not timely
provided such information to such Master Servicer, such Master Servicer shall on
a timely basis provide to the Certificate Administrator, the Controlling Class
Representative and/or (if applicable) the Servicer Report Administrator, as
applicable, as complete a report as the information provided by such Special
Servicer, such other Master Servicer or such party under a Non-Trust Servicing
Agreement (as the case may be) permits and shall promptly update and provide to
the Certificate Administrator, the Controlling Class Representative and/or (if
applicable) the Servicer Report Administrator, as applicable, a complete report
when such Special Servicer, such other Master Servicer or such party under a
Non-Trust Servicing Agreement (as the case may be) provides such Master Servicer
with the requisite missing information; and such


                                     -217-



Master Servicer shall not be in breach hereunder for so providing an incomplete
report under Section 4.02(c) or Section 4.02(f) under the foregoing
circumstances. Furthermore, if any report to be provided to the Certificate
Administrator, the Controlling Class Representative and/or (if applicable) the
Servicer Report Administrator by a Master Servicer pursuant to Section 4.02(c)
or Section 4.02(f) was to be prepared by a Special Servicer or the other Master
Servicer and delivered to such Master Servicer, such Master Servicer shall not
be in breach by reason of any delay in its delivery of such report to the
Certificate Administrator, the Controlling Class Representative and/or (if
applicable) the Servicer Report Administrator, as applicable, by reason of a
delay on the part of such Special Servicer or such other Master Servicer (as the
case may be) to deliver such report to such Master Servicer; and such Master
Servicer shall deliver as promptly as reasonably practicable to the Certificate
Administrator, the Controlling Class Representative and/or the Servicer Report
Administrator, as applicable, any such report that it receives from such Special
Servicer or such other Master Servicer (as the case may be) after the requisite
delivery date.

          (h) Order of Presentations. Each report hereunder that comprises part
of the CMSA Investor Reporting Package shall, to the extent such report presents
information regarding the individual Mortgage Loans and Mortgaged Properties,
present such information in ascending order of the loan identification number
set forth in the Prospectus.

          (i) Certain Means of Delivery. Except to the extent a form of delivery
is specified in this Agreement, if a Master Servicer or Special Servicer is
required to deliver any statement, report or information under any provision of
this Agreement, such Master Servicer or such Special Servicer, as the case may
be, may satisfy such obligation by (x) physically delivering a paper copy of
such statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on a Master Servicer's internet website or the
Certificate Administrator's internet website and notifying the Person(s)
entitled to such statement, report or information of such availability.
Notwithstanding the foregoing, the Certificate Administrator, the Trustee and
each Special Servicer may each request delivery in paper format of any
statement, report or information required to be delivered to the Certificate
Administrator, the Trustee or such Special Servicer, as the case may be, and
clause (z) shall not apply to the delivery of any information required to be
delivered to the Certificate Administrator, the Trustee or any Special Servicer,
as the case may be, unless the Certificate Administrator, the Trustee or such
Special Servicer, as the case may be, consents to such delivery.

          (j) Notwithstanding any other provision of this Agreement to the
contrary, the parties hereto shall cause to be delivered to the Controlling
Class Representative the reports and information set forth on Exhibit E-6 hereto
in the manner, formats and at the times set forth therein. The intention of this
Section 4.02 is (among other things) to implement the reporting contemplated by
such Exhibit E-6. If the Controlling Class Representative and a Special Servicer
are Affiliates of one another, a report delivered to one of them by a Master
Servicer need not also be delivered to the other of them.

          (k) During any period that reports are required to be filed with the
Commission with respect to the Trust pursuant to Section 15(d) of the Exchange
Act, access to information regarding the Trust on a Master Servicer's Internet
Website will be conditioned to the party attempting to gain such access
electronically agreeing to keep confidential any such information that has not
been filed with the Commission.

          (l) No provisions of this Agreement shall be deemed to require a
Master Servicer or Special Servicer to confirm or make any representation
regarding the accuracy of (or to be liable or responsible for) any other
Person's information or report.

          (m) Each of the Master Servicers shall produce the reports required of
it under this Agreement (including those set forth on Exhibit E-6) but shall not
be required to (but may upon request) produce any ad hoc non-standard written
reports. If a Master Servicer elects to provide any non-standard reports, it may
require the Person requesting such report to pay a reasonable fee to cover the
costs of the preparation thereof.


                                     -218-



          (n) Notwithstanding anything in this Section 4.02 to the contrary, in
preparing and disseminating any of the statements, reports and other information
required under this Section 4.02, insofar as such statements, reports and other
information relate to a Non-Trust-Serviced Pooled Mortgage Loan or any related
REO Property, the applicable Master Servicer shall be entitled to rely upon the
information received by it under the related Mortgage Loan Group Intercreditor
Agreement and/or the related Non-Trust Servicing Agreement; provided that it
does not have actual knowledge that any such information received by it is
erroneous. In addition, absent knowledge to the contrary, the applicable Master
Servicer, the Servicer Report Administrator and the Certificate Administrator
shall assume that, on each Distribution Date, for so long as a
Non-Trust-Serviced Pooled Mortgage Loan or any successor REO Pooled Mortgage
Loan with respect thereto is part of the Mortgage Pool, an amount at least equal
to the Monthly Payment (or, following the related maturity date or any related
REO Acquisition, the Assumed Monthly Payment) for the preceding Due Date will
(in the form of a P&I Advance or otherwise) be passed through to the
Certificateholders, with the interest portion thereof adjusted to the related
Net Mortgage Rate.

          (o) Each of the parties hereto shall cooperate with the other to make
information available that may be necessary to satisfy the requirements of
subsection (d)(4)(i) of Rule 144A under the Securities Act.

          (p) With respect to each Serviced Mortgage Loan Group, the applicable
Master Servicer shall deliver or cause to be delivered to each Serviced
Non-Pooled Mortgage Loan Noteholder (or its designee), the Certificate
Administrator (upon request), the applicable Special Servicer and the
Controlling Class Representative the following materials, in writing or by
electronic means reasonably acceptable to related Serviced Non-Pooled Mortgage
Loan Noteholder (or its designee) and such Master Servicer (and such reports may
include any reasonable disclaimers with respect to information provided by third
parties or with respect to assumptions required to be made in the preparation of
such reports as such Master Servicer deems appropriate) not later than two
Business Days after the end of each Collection Period:

               (i) the amount of the distributions made on the respective
     Mortgage Loan(s) in such Serviced Mortgage Loan Group for such period
     allocable to interest (separately identifying Default Interest) and the
     amount thereof allocable to principal;

               (ii) if the amount of the distributions to any related Serviced
     Non-Pooled Mortgage Loan Noteholder was less than the full amount that
     would have been distributable to such Serviced Non-Pooled Mortgage Loan
     Noteholder if there had been sufficient funds, the amount of the shortfall,
     stating separately the amounts allocable to interest and principal;

               (iii) the outstanding principal balance of each Mortgage Loan in
     such Serviced Mortgage Loan Group immediately following payment for such
     period;

               (iv) the aggregate amount of unscheduled payments of principal
     allocable to each Mortgage Loan in such Serviced Mortgage Loan Group (and
     the source thereof) made during the related period;

               (v) identification of any Event of Default under this Agreement
     of which such Master Servicer has notice or actual knowledge, as of the
     date of such report;

               (vi) the aggregate outstanding Servicing Advances with respect to
     such Serviced Mortgage Loan Group and interest thereon as of the end of,
     and all interest paid on Servicing Advances with respect to such Serviced
     Mortgage Loan Group during, the prior calendar month;

               (vii) the amount of the servicing compensation paid to the
     applicable Master Servicer and the applicable Special Servicer with respect
     to such Serviced Mortgage Loan Group, including the Master Servicing Fee,
     the Special Servicing Fee, any Work-out Fee, any Liquidation Fee and any
     charges to the related Borrower retained by the applicable Master Servicer
     or the applicable Special Servicer as allocated among the Mortgage Loans in
     such Serviced Mortgage Loan Group;


                                     -219-



               (viii) information relating to the status of such Serviced
     Mortgage Loan Group if the Mortgage Loans in such group constitute
     Specially Serviced Mortgage Loans including, if applicable, the status of
     the bankruptcy of the related Borrower (along with copies of any related
     bankruptcy filings);

               (ix) the amount of any shortfalls in distributions to the holders
     of the Mortgage Loans in such Serviced Mortgage Loan Group for such period
     and the amount of any outstanding amounts due on the such Mortgage Loans
     for prior periods; and

               (x) information contained in the CMSA Investor Reporting Package
     relating solely to the Pooled Mortgage Loans within such Serviced Mortgage
     Loan Group.

          SECTION 4.03. P&I Advances.

          (a) On or before 1:00 p.m. (New York City time) on each P&I Advance
Date, each Master Servicer shall, subject to Section 4.03(c), either (i) remit
from its own funds to the Certificate Administrator for deposit into the
Distribution Account an amount equal to the aggregate amount of P&I Advances, if
any, to be made by such Master Servicer in respect of the related Distribution
Date, (ii) apply amounts held in such Master Servicer's Collection Account for
future distribution to Certificateholders in subsequent months in discharge of
any such obligation to make such P&I Advances, or (iii) make such P&I Advances
in the form of any combination of (i) and (ii) aggregating the total amount of
P&I Advances to be made by such Master Servicer; provided, that the Master
Servicer shall give preference to amounts in clause (ii) of this sentence for
purposes of making P&I Advances. Any amounts held in either Master Servicer's
Collection Account for future distribution and so used to make P&I Advances
shall be appropriately reflected in such Master Servicer's records and replaced
by such Master Servicer by deposit in its Collection Account prior to the next
succeeding Master Servicer Remittance Date (to the extent not previously
replaced through the deposit of Late Collections of the delinquent principal and
interest in respect of which such P&I Advances were made). If, as of 3:30 p.m.
(New York City time) on any P&I Advance Date, either Master Servicer shall not
have made any P&I Advance required to be made by it on such date pursuant to
this Section 4.03(a) (and shall not have delivered to the Certificate
Administrator and the Trustee the Officer's Certificate and other documentation
related to a determination of nonrecoverability of a P&I Advance pursuant to
Section 4.03(c)) or shall not have remitted any portion of the Master Servicer
Remittance Amount required to be remitted by such Master Servicer on such date,
then the Certificate Administrator shall provide notice of such failure to such
Master Servicer by facsimile transmission as soon as possible, but in any event
before 4:30 p.m. (New York City time) on such P&I Advance Date. If after such
notice the Certificate Administrator does not receive the full amount of such
P&I Advances by 9:00 a.m. (New York City time) on the related Distribution Date,
then the Certificate Administrator shall promptly notify the Trustee (but in any
event before 10:00 a.m. (New York City time) and the Trustee shall (not later
than 12:00 noon, New York City time, on the related Distribution Date) make the
portion of such P&I Advances that was required to be, but was not, made or
remitted, as the case may be, by such Master Servicer with respect to the
related Distribution Date.

          (b) The aggregate amount of P&I Advances to be made by each Master
Servicer (or by the Trustee or Fiscal Agent, as applicable, if such Master
Servicer fails to do so) in respect of any Distribution Date, subject to Section
4.03(c) below, shall equal the aggregate of all Monthly Payments (other than
Balloon Payments) and any Assumed Monthly Payments, in each case net of any
related Master Servicing Fees (and, in the case of a Non-Trust-Serviced Pooled
Mortgage Loan or REO Pooled Mortgage Loan that is a successor thereto, any
comparable master servicing fees under the related Non-Trust Servicing
Agreement), due or deemed due, as the case may be, in respect of the Pooled
Mortgage Loans as to which such Master Servicer is the applicable Master
Servicer and any successor REO Mortgage Loans with respect thereto on their
respective Due Dates occurring in the month in which such Distribution Date
occurs, in each case to the extent such amount was not Received by the Trust as
of the close of business on the related Determination Date; provided that, if an
Appraisal Reduction Amount exists with respect to any Required Appraisal Loan,
then the interest portion of any P&I Advance required to be made in respect of
such Required Appraisal Loan for the related Distribution Date shall be reduced
(it being herein acknowledged that there shall be no reduction in the principal
portion of such P&I Advance) to equal the product of (i) the amount of the
interest portion of such P&I Advance that would otherwise be required to be made
in respect of such Required Appraisal Loan for such Distribution Date without


                                     -220-



regard to this proviso, multiplied by (ii) a fraction, expressed as a
percentage, the numerator of which shall equal the Stated Principal Balance of
such Required Appraisal Loan immediately prior to such Distribution Date, net of
the related Appraisal Reduction Amount, and the denominator of which shall equal
the Stated Principal Balance of such Required Appraisal Loan immediately prior
to such Distribution Date.

          (c) Notwithstanding anything herein to the contrary, no P&I Advance
shall be required to be made hereunder if such P&I Advance would, if made,
constitute a Nonrecoverable P&I Advance. The determination by a Master Servicer
(or, if applicable, the Trustee) that a prior P&I Advance (or Unliquidated
Advance in respect thereof) that it has made constitutes a Nonrecoverable P&I
Advance or that any proposed P&I Advance, if made, would constitute a
Nonrecoverable P&I Advance, shall be made by such Person in its reasonable, good
faith judgment. In making such recoverability determination, such Person will be
entitled to consider (among other things) only the obligations of the Borrower
under the terms of the related Pooled Mortgage Loan as it may have been
modified, to consider (among other things) the related Mortgaged Properties in
their "as is" or then current conditions and occupancies, as modified by such
party's assumptions regarding the possibility and effects of future adverse
change with respect to such Mortgaged Properties, to estimate and consider
(among other things) future expenses and to estimate and consider (among other
things) the timing of recoveries. In addition, any such Person may update or
change its recoverability determinations at any time and may obtain from the
applicable Special Servicer any analysis, Appraisals or market value estimates
or other information in the possession of the applicable Special Servicer for
such purposes. Any determination by a Master Servicer (or, if applicable, the
Trustee) 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 Depositor, the applicable
Special Servicer, the Certificate Administrator, the Controlling Class
Representative and, if made by a Master Servicer, the Trustee (on or before the
related P&I Advance Date in the case of a proposed P&I Advance), setting forth
the basis for such determination, accompanied by a copy of an Appraisal of the
related Mortgaged Property or REO Property performed within the 12 months
preceding such determination by a Qualified Appraiser, and further accompanied
by any other information, including engineers' reports, environmental surveys or
similar reports, that the Person making such determination may have obtained. A
copy of any such Officer's Certificate (and accompanying information) of the
Trustee or any Fiscal Agent shall also be promptly delivered to the Certificate
Administrator, the Controlling Class Representative, the applicable Special
Servicer and the Master Servicer for the subject Mortgage Loan. Absent bad
faith, a Master Servicer's determination as to the recoverability of any P&I
Advance shall be conclusive and binding on the Certificateholders and, in all
cases, the Trustee shall be entitled to conclusively rely on any
nonrecoverability determination made by a Master Servicer with respect to a
particular P&I Advance. The applicable Special Servicer shall promptly furnish
any party required to make P&I Advances hereunder with any information in its
possession regarding the Specially Serviced Pooled Mortgage Loans and REO
Properties as such party required to make P&I Advances may reasonably request.
The applicable Master Servicer shall consider Unliquidated Advances in respect
of prior P&I Advances as outstanding Advances for purposes of recoverability
determinations as if such Unliquidated Advance were a P&I Advance.

          The Special Servicer for each Pooled Mortgage Loan shall also be
entitled to make a determination (subject to the same standards and procedures
that apply in connection with a determination by the applicable Master Servicer)
to the effect that a prior P&I Advance (or Unliquidated Advance in respect
thereof) previously made hereunder by the applicable Master Servicer (or, if
applicable, the Trustee) constitutes a Nonrecoverable P&I Advance or that any
proposed P&I Advance by the applicable Master Servicer (or, if applicable, the
Trustee), if made, would constitute a Nonrecoverable P&I Advance, in which case
such P&I Advance shall constitute a Nonrecoverable P&I Advance for all purposes
of this Agreement. A copy of any Officer's Certificate (and accompanying
information) of the applicable Special Servicer in support of its determination
shall be promptly delivered to the Master Servicer for the subject Mortgage
Loan. The applicable Special Servicer may update or change its recoverability
determination at any time.

          In connection with each Non-Pooled Pari Passu Companion Loan (but if a
Non-Pooled Pari Passu Companion Loan is not the subject of a rated commercial
mortgage securitization as of the Closing Date, then this provision shall apply
only from and after the date on which the applicable Master Servicer has
received notice to the effect that such Non-Pooled Pari Passu Companion Loan has
been securitized as part of a commercial mortgage securitization similar to the
securitization effected by this Agreement and in which securities are issued
that are rated by at


                                     -221-



least one national statistical rating organization): (i) if the applicable
Master Servicer receives written notice (which notice is accompanied by the
supporting evidence for such determination) that the related master servicer or
other comparable party responsible for making debt service advances under the
pooling and servicing agreement for such securitization has determined, pursuant
to such agreement, that any debt service advance made or to be made with respect
to the related Non-Pooled Pari Passu Companion Loan (or any successor REO
mortgage loan with respect thereto) would not ultimately be recoverable out of
collections on such Mortgage Loan (or such REO mortgage loan), then such Master
Servicer shall deliver an Officer's Certificate to such effect to the Trustee,
the applicable Special Servicer and the Depositor or shall forward a copy of the
written notice received from such master servicer or comparable party; (ii) if
such Master Servicer thereafter receives notice (which notice is accompanied by
the supporting evidence for such determination) that such determination has been
withdrawn or rescinded by such comparable party, or if P&I Advances related to
such Non-Trust-Serviced Pooled Mortgage Loan otherwise cease to be deemed to
constitute Nonrecoverable P&I Advances by operation of the definition of
"Nonrecoverable P&I Advance" herein, then such Master Servicer shall provide
notice to such effect to the Trustee, the applicable Special Servicer and the
Depositor; (iii) if such Master Servicer determines that any P&I Advance made or
to be made with respect to any Pooled Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto) included in the same Mortgage Loan Group is
or, if made, would be a Nonrecoverable P&I Advance, then the Master Servicer
shall notify in writing such comparable party of such determination (which
notice shall be accompanied by the supporting evidence for such determination as
contemplated by the preceding paragraph); and (iv) following any determination
described in the preceding clause (iii), if such Master Servicer subsequently
determines (other than by operation of clause (ii) above) that P&I Advances made
or to be made with respect to such Pooled Mortgage Loan (or any successor REO
Mortgage Loan with respect thereto) are no longer Nonrecoverable P&I Advances,
then such Master Servicer shall notify in writing such comparable party of such
determination (which notice shall be accompanied by the supporting evidence for
such determination as contemplated by the preceding paragraph). Each of the
Non-Pooled Pari Passu Companion Noteholders (and its related master servicer or
comparable party responsible for debt service advances) shall be a third party
beneficiary of the preceding clauses (iii) and (iv) to the extent that such
clause relates to the related Non-Pooled Pari Passu Companion Loans and the
Trust or the applicable Master Servicer is a third party beneficiary of a
provision in the related Mortgage Loan Group Intercreditor Agreement or in the
applicable pooling and servicing agreement that imposes (in connection with the
related Non-Pooled Pari Passu Companion Loan) on such comparable party duties
(among others) that are substantially the same as the duties that are imposed
(in connection with the related Pooled Mortgage Loan) on the applicable Master
Servicer under the preceding clauses (iii) and (iv) and the definition of
"Nonrecoverable Advance". If the applicable Master Servicer receives notice of a
nonrecoverability determination by another party to this Agreement as to any P&I
Advance on a Pooled Mortgage Loan included in a Mortgage Loan Group as described
above, such Master Servicer shall promptly forward such notice and the
accompanying information to the applicable related comparable party under such
other pooling and servicing agreement.

          (d) In the case of each Pooled Mortgage Loan, the Master Servicers and
the Trustee shall each be entitled to receive interest at the Reimbursement Rate
in effect from time to time, accrued on the amount of each P&I Advance made
thereby (with its own funds), to the extent that such P&I Advance (i) relates to
a Monthly Payment or Assumed Monthly Payment in respect of a Pooled Mortgage
Loan that is a Past Grace Period Loan or an REO Pooled Mortgage Loan when made,
in which case such interest shall begin to accrue from the related P&I Advance
Date, or (ii) remains outstanding when the subject Pooled Mortgage Loan becomes
a Past Grace Period Loan in respect of the subject Monthly Payment or Assumed
Monthly Payment, in which case such interest shall begin to accrue when the
subject Pooled Mortgage Loan becomes a Past Grace Period Loan in respect of the
subject Monthly Payment or Assumed Monthly Payment, in either case, for so long
as such P&I Advance is outstanding (or, in the case of Advance Interest payable
to a Master Servicer, if earlier, until the Late Collection of the delinquent
principal and/or interest in respect of which such P&I Advance was made has been
Received by the Trust). Such interest with respect to any P&I Advance shall be
payable: (i) first, in accordance with Sections 3.05 and 3.26, out of any
Default Charges subsequently collected on the particular Pooled Mortgage Loan or
REO Pooled Mortgage Loan as to which such P&I Advance relates; and (ii) then,
after such P&I Advance is reimbursed, but only if and to the extent that such
Default Charges are insufficient to cover such Advance Interest, out of general
collections on the Pooled Mortgage Loans and REO Properties on deposit in the
applicable Master Servicer's Collection Account or, to the extent contemplated
by the second paragraph of Section 3.05(a), in the other Master Servicer's
Collection Account. The applicable Master Servicer shall (subject to the
operation


                                     -222-



of Section 3.05(a)(II)) reimburse itself or the Trustee, as applicable, for any
outstanding P&I Advance made thereby with respect to any Pooled Mortgage Loan or
REO Pooled Mortgage Loan as soon as practicable after funds available for such
purpose are deposited in such Master Servicer's Collection Account, and in no
event shall interest accrue in accordance with this Section 4.03(d) on any P&I
Advance as to which the corresponding Late Collection was received by or on
behalf of the Trust as of the related P&I Advance Date.

          (e) With regard to such P&I Advances, the applicable Master Servicer
or the Trustee shall account for that part of the P&I Advances which is
attributable to Past Grace Period Loans, and that part of the P&I Advances which
is attributable to Within Grace Period Loans.

          (f) Notwithstanding anything to the contrary, no P&I Advances shall be
made with respect to any Non-Pooled Mortgage Loan (whether or not it constitutes
a Serviced Non-Pooled Mortgage Loan or otherwise) or any successor REO Mortgage
Loan.

          SECTION 4.04. Allocation of Realized Losses and Additional Trust Fund
Expenses.

          (a) On each Distribution Date, following the distributions to
Certificateholders to be made on such date pursuant to Section 4.01, the
Certificate Administrator shall determine the amount, if any, by which (i) the
then aggregate of the Class Principal Balances of all the Classes of Principal
Balance Certificates, exceeds (ii) the aggregate Stated Principal Balance of the
Mortgage Pool that will be outstanding immediately following such Distribution
Date. If such excess does exist, then, except to the extent that such excess
exists because of the reimbursement of Workout-Delayed Reimbursement Amounts
(from the principal portions of P&I Advances and/or payments or other
collections of principal on the Mortgage Pool pursuant to subsection (II)(iii)
of Section 3.05(a)) during any prior Collection Period (other than those that
were determined to constitute Nonrecoverable Advances in the immediately
preceding Collection Period), the Class Principal Balances of the Class P, Class
O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C, Class B, Class A-J and Class A-M Certificates shall be
reduced sequentially, in that order, in each case, until such excess or the
related Class Principal Balance is reduced to zero (whichever occurs first). If,
after the foregoing reductions, the amount described in clause (i) of the second
preceding sentence still exceeds the amount described in clause (ii) of such
sentence, then, except to the extent that such excess exists because of the
reimbursement of Workout-Delayed Reimbursement Amounts (from the principal
portion of P&I Advances and/or payments or other collections of principal on the
Mortgage Pool pursuant to subsection (II)(iii) of Section 3.05(a)) during any
prior Collection Period (other than those that were determined to constitute
Nonrecoverable Advances in the immediately preceding Collection Period), the
respective Class Principal Balances of all the outstanding Classes of the Class
A Senior REMIC III Certificates shall be reduced on a pro rata basis in
accordance with the relative sizes of such Class Principal Balances, until any
such remaining excess is reduced to zero. All reductions in the Class Principal
Balances of the respective Classes of the Principal Balance Certificates under
this subsection (a) shall constitute allocations of Realized Losses and
Additional Trust Fund Expenses.

          (b) On each Distribution Date, following the deemed distributions to
be made in respect of the REMIC II Regular Interests on such date pursuant to
Section 4.01(i), the Certificate Administrator shall determine the amount, if
any, by which (i) the then aggregate Uncertificated Principal Balance of the
REMIC II Regular Interests, exceeds (ii) the aggregate Stated Principal Balance
of the Mortgage Pool that will be outstanding immediately following such
Distribution Date. If such excess does exist, then, except to the extent that
such excess exists because of the reimbursement of Workout-Delayed Reimbursement
Amounts (from the principal portion of P&I Advances and/or payments or other
collections of principal on the Mortgage Pool pursuant to subsection (II)(iii)
of Section 3.05(a)) during the preceding Collection Period, the Uncertificated
Principal Balances of REMIC II Regular Interest P, REMIC II Regular Interest O,
REMIC II Regular Interest N, REMIC II Regular Interest M, REMIC II Regular
Interest L-1, REMIC II Regular Interest L-2, REMIC II Regular Interest K, REMIC
II Regular Interest J, REMIC II Regular Interest H, REMIC II Regular Interest
G-1, REMIC II Regular Interest G-2, REMIC II Regular Interest F-1, REMIC II
Regular Interest F-2, REMIC II Regular Interest E, REMIC II Regular Interest
D-1, REMIC II Regular Interest D-2, REMIC II Regular Interest C-1, REMIC II
Regular Interest C-2, REMIC II Regular Interest B-1, REMIC II Regular Interest
B-2, REMIC II Regular Interest A-J and REMIC II Regular Interest A-M shall be
reduced sequentially, in that order, in each case, until such


                                     -223-



excess (other than any portion thereof that exists because of the reimbursement
of Workout-Delayed Reimbursement Amounts (from the principal portion of P&I
Advances and/or payments or other collections of principal on the Mortgage Pool
pursuant to subsection (II)(iii) of Section 3.05(a)) during the preceding
Collection Period) or the related Uncertificated Principal Balance is reduced to
zero (whichever occurs first). If, after the foregoing reductions, the amount
described in clause (i) of the second preceding sentence still exceeds the
amount described in clause (ii) of such sentence, then, except to the extent
that such excess exists because of the reimbursement of Workout-Delayed
Reimbursement Amounts (from the principal portion of P&I Advances and/or
payments or other collections of principal on the Mortgage Pool pursuant to
subsection (II)(iii) of Section 3.05(a)) during the preceding Collection Period,
(A) the aggregate amount of the Uncertificated Principal Balances of the REMIC
II Regular Interests (taken as a group) that are Corresponding REMIC II Regular
Interests with respect to the Class A-1 Certificates, (B) the aggregate amount
of the Uncertificated Principal Balances of the REMIC II Regular Interests
(taken as a group) that are Corresponding REMIC II Regular Interests with
respect to the Class A-2 Certificates, (C) the amount of the Uncertificated
Principal Balance of REMIC II Regular Interest A-3, (D) the amount of the
Uncertificated Principal Balance of REMIC II Regular Interest A-AB, (E) the
aggregate amount of the Uncertificated Principal Balances of the REMIC II
Regular Interests (taken as a group) that are the Corresponding REMIC II Regular
Interests with respect to the Class A-4 Certificates, and (F) the aggregate
amount of the Uncertificated Principal Balances of the REMIC II Regular
Interests (taken as a group) that are Corresponding REMIC II Regular Interests
with respect to the Class A-1A Certificates shall be reduced on a pro rata
basis, as among such individual Corresponding REMIC II Regular Interests and/or
groups of Corresponding REMIC II Regular Interests for the respective Classes of
Class A Senior REMIC III Certificates, in accordance with the relative sizes of
such individual or aggregate amounts of Uncertificated Principal Balance (that
is, in each applicable case, where there are multiple REMIC II Regular Interests
that are Corresponding REMIC II Regular Interests with respect to a particular
Class of the Class A Senior REMIC III Certificates, such REMIC II Regular
Interests shall be taken as a group for purposes of this sentence), until any
such remaining excess is reduced to zero. Any reductions in the aggregate amount
of the Uncertificated Principal Balances of a group of REMIC II Regular
Interests that are Corresponding REMIC II Regular Interests with respect to a
particular Class of the Class A Senior REMIC III Certificates pursuant to the
preceding sentence shall be allocated, as between the respective individual
REMIC II Regular Interests that form such group, to reduce the individual
Uncertificated Principal Balances of such REMIC II Regular Interests
sequentially in ascending order of that portion of their alphanumeric
designations that follows the portion thereof that is the same as the
alphanumeric designation of such Class of Class A Senior REMIC III Certificates
(for example, in the case of the group of REMIC II Regular Interests consisting
of REMIC II Regular Interest A-1-1, REMIC II Regular Interest A-1-2 and REMIC II
Regular Interest A-1-3, first, to REMIC II Regular Interest A-1-1; second, to
REMIC II Regular Interest A-1-2; and, third, to REMIC II Regular Interest
A-1-3), in each case until such Uncertificated Principal Balance is reduced to
zero, in each case until such Uncertificated Principal Balance is reduced to
zero. All reductions in the Uncertificated Principal Balances of the respective
REMIC II Regular Interests under this subsection (b) shall be deemed to
constitute allocations of Realized Losses and Additional Trust Fund Expenses.

          (c) On each Distribution Date, if, following the deemed distributions
to be made in respect of the REMIC I Regular Interests pursuant to Section
4.01(j), the Uncertificated Principal Balance of any REMIC I Regular Interest,
in each case after taking account of such deemed distributions, exceeds the
Stated Principal Balance of the related Pooled Mortgage Loan or REO Pooled
Mortgage Loan (or, if such REMIC I Regular Interest relates to multiple
Replacement Pooled Mortgage Loans, the aggregate Stated Principal Balance of the
related Pooled Mortgage Loans and/or REO Pooled Mortgage Loans), as the case may
be, that will be outstanding immediately following such Distribution Date, then,
except to the extent that such excess exists (taking account of the provisions
of the next succeeding sentence) because of the reimbursement of Workout-Delayed
Reimbursement Amounts (from the principal portion of P&I Advances and/or
payments or other collections of principal on the Mortgage Pool pursuant to
subsection (II)(iii) of Section 3.05(a)) during the preceding Collection Period,
the Uncertificated Principal Balance of such REMIC I Regular Interest shall be
reduced to equal such Stated Principal Balance of such related Pooled Mortgage
Loan or REO Pooled Mortgage Loan (or, if such REMIC I Regular Interest relates
to multiple Replacement Pooled Mortgage Loans, the aggregate Stated Principal
Balance of the related Pooled Mortgage Loans and/or REO Pooled Mortgage Loans),
as the case may be, that will be outstanding immediately following such
Distribution Date. For purposes of the immediately preceding sentence, the
aggregate amount excluded from the aggregate reductions of the Uncertificated
Principal Balances


                                     -224-



of the REMIC I Regular Interests collectively shall equal the amount excluded
from the reductions of the Uncertificated Principal Balances of the REMIC II
Regular Interests pursuant to subsection (b) and such aggregate exclusion amount
shall be deemed to be allocated among the REMIC I Regular Interests pro rata
according to their Stated Principal Balances that, in the absence of such any
and all such exclusions, would have been outstanding immediately after such
Distribution Date by operation of the immediately preceding sentence. Any
reductions in the Uncertificated Principal Balances of the respective REMIC I
Regular Interests under this subsection (c) shall be deemed to constitute
allocations of Realized Losses and Additional Trust Fund Expenses.

          SECTION 4.05. Calculations.

          Provided that the Certificate Administrator receives the necessary
information from the Master Servicers and/or the Special Servicers, the
Certificate Administrator shall be responsible for performing all calculations
necessary in connection with the actual and deemed distributions to be made
pursuant to Section 4.01, the preparation of the Certificate Administrator
Reports pursuant to Section 4.02(a) and the actual and deemed allocations of
Realized Losses and Additional Trust Fund Expenses to be made pursuant to
Section 4.04. The Certificate Administrator shall calculate the Available
Distribution Amount for each Distribution Date and shall allocate such amount
among Certificateholders in accordance with this Agreement. Absent actual
knowledge of an error therein, the Certificate Administrator shall have no
obligation to recompute, recalculate or otherwise verify any information
provided to it by a Master Servicer. The calculations by the Certificate
Administrator contemplated by this Section 4.05 shall, in the absence of
manifest error, be presumptively deemed to be correct for all purposes
hereunder.


                                     -225-



                                    ARTICLE V

                                THE CERTIFICATES

          SECTION 5.01. The Certificates.

          (a) The Certificates will be substantially in the respective forms
attached hereto as Exhibits A-1 through A-3; provided that any of the
Certificates may be issued with appropriate insertions, omissions, substitutions
and variations, and may have imprinted or otherwise reproduced thereon such
legend or legends, not inconsistent with the provisions of this Agreement, as
may be required to comply with any law or with rules or regulations pursuant
thereto, or with the rules of any securities market in which the Certificates
are admitted to trading, or to conform to general usage. The Certificates will
be issuable in registered form only; provided, however, that in accordance with
Section 5.03, beneficial ownership interests in each Class of Interest Only
Certificates and Principal Balance Certificates shall initially be held and
transferred through the book-entry facilities of the Depository. The Principal
Balance Certificates and Interest Only Certificates will be issuable only in
denominations corresponding to initial Certificate Principal Balances or initial
Certificate Notional Amounts, as the case may be, as of the Closing Date of
$25,000 in the case of each Class of Principal Balance Certificates and $250,000
in the case of each Class of Interest Only Certificates, and in each such case
in integral multiples of $1 in excess thereof. The Class R and Class V
Certificates will be issuable in denominations representing Percentage Interests
in the related Class of not less than 10%.

          (b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee by the Certificate Registrar hereunder by an
authorized signatory. Certificates bearing the manual or facsimile signatures of
individuals who were at any time the authorized officers or signatories of the
Certificate Registrar shall be entitled to all benefits under this Agreement,
subject to the following sentence, notwithstanding that such individuals or any
of them have ceased to hold such offices prior to the authentication and
delivery of such Certificates or did not hold such offices at the date of such
Certificates. No Certificate shall be entitled to any benefit under this
Agreement, or be valid for any purpose, however, unless there appears on such
Certificate a certificate of authentication substantially in the form provided
for herein executed by the Authenticating Agent by manual signature, and such
certificate of authentication upon any Certificate shall be conclusive evidence,
and the only evidence, that such Certificate has been duly authenticated and
delivered hereunder. All Certificates shall be dated the date of their
authentication.

          SECTION 5.02. Registration of Transfer and Exchange of Certificates.

          (a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Certificate Administrator is hereby initially appointed (and hereby agrees
to act in accordance with the terms hereof) as Certificate Registrar for the
purpose of registering Certificates and transfers and exchanges of Certificates
as herein provided. The Certificate Registrar may appoint, by a written
instrument delivered to the Trustee, the Depositor, the Master Servicers, the
Special Servicers and (if the Certificate Administrator is not the Certificate
Registrar) the Certificate Administrator, 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 the Certificate Administrator resigns or is
removed in accordance with the terms hereof, the successor certificate
administrator shall immediately succeed to its duties as Certificate Registrar.
The Depositor, the Trustee, the Certificate Administrator (if it is not the
Certificate Registrar), each Master Servicer and each Special Servicer shall
each have the right to inspect the Certificate Register or to obtain a copy
thereof at all reasonable times, and to rely conclusively upon a certificate of
the Certificate Registrar as to the information set forth in the Certificate
Register.

          If three or more Holders make written request to the Certificate
Registrar, and such request states that such Holders desire to communicate with
other Holders with respect to their rights under this Agreement or under the


                                      -226-



Certificates and is accompanied by a copy of the communication which such
Holders propose to transmit, then the Certificate Registrar shall, within 30
days after the receipt of such request, afford (or cause any other Certificate
Registrar to afford) the requesting Holders access during normal business hours
to the most recent list of Certificateholders held by the Certificate Registrar.

          (b) No Transfer of any Non-Registered Certificate or interest therein
shall be made unless that Transfer is exempt from the registration and/or
qualification requirements of the Securities Act and any applicable securities
or blue sky laws of any state or other jurisdiction within the United States,
its territories and possessions, or is otherwise made in accordance with the
Securities Act and such other securities or blue sky laws. If offers and sales
of any Certificate are made in any jurisdiction outside of the United States,
its territories and possessions, the Person making such offers and sales must
comply with all applicable laws of such jurisdiction.

          If a Transfer of any Definitive Non-Registered Certificate is to be
made without registration under the Securities Act (other than in connection
with the initial issuance of the Non-Registered Certificates or a Transfer of
such Certificate by the Depositor, any Underwriter or any of their respective
Affiliates or, in the case of a Global Certificate for any Class of Book-Entry
Non-Registered Certificates, a Transfer thereof to a successor Depository or to
the applicable Certificate Owner(s) in accordance with Section 5.03), then the
Certificate Registrar shall refuse to register such Transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such Transfer substantially in the form
attached hereto as Exhibit F-1 and a certificate from such Certificateholder's
prospective Transferee substantially in the form attached hereto either as
Exhibit F-2A or as Exhibit F-2B (except that, in the case of any proposed
transfer of a Class R Certificate or a Class V Certificate, such prospective
Transferee may provide a certificate substantially in the form attached hereto
as Exhibit F-2A only); or (ii) an Opinion of Counsel satisfactory to the
Certificate Administrator to the effect that such prospective Transferee is an
Institutional Accredited Investor or a Qualified Institutional Buyer (except
that, in the case of any proposed transfer of a Class R Certificate or a Class V
Certificate, such Opinion of Counsel must be to the effect that such prospective
Transferee is a Qualified Institutional Buyer) and such Transfer may be made
without registration under the Securities Act (which Opinion of Counsel shall
not be an expense of the Trust Fund or of the Depositor, either Master Servicer,
any Special Servicer, the Tax Administrator, the Certificate Administrator, the
Trustee or the Certificate Registrar in their respective capacities as such),
together with the written certification(s) as to the facts surrounding such
Transfer from the Certificateholder desiring to effect such Transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

          If a Transfer of any interest in the Rule 144A Global Certificate for
any Class of Book-Entry Non-Registered Certificates is to be made without
registration under the Securities Act (other than in connection with the initial
issuance of the Book-Entry Non-Registered Certificates or a Transfer of any
interest therein by the Depositor, any Underwriter or any of their respective
Affiliates), then the Certificate Owner desiring to effect such Transfer shall
be required to obtain either (i) a certificate from such Certificate Owner's
prospective Transferee substantially in the form attached hereto as Exhibit
F-2C, or (ii) an Opinion of Counsel to the effect that the prospective
Transferee is a Qualified Institutional Buyer and such Transfer may be made
without registration under the Securities Act. Except as provided in the
following two paragraphs, no interest in the Rule 144A Global Certificate for
any Class of Book-Entry Non-Registered Certificates shall be transferred to any
Person who takes delivery other than in the form of an interest in such Rule
144A Global Certificate. If any Transferee of an interest in the Rule 144A
Global Certificate for any Class of Book-Entry Non-Registered Certificates does
not, in connection with the subject Transfer, deliver to the Transferor the
Opinion of Counsel or the certification described in the preceding sentence,
then such Transferee shall be deemed to have represented and warranted that all
the certifications set forth in Exhibit F-2C hereto are, with respect to the
subject Transfer, true and correct.

          Notwithstanding the preceding paragraph, any interest in the Rule 144A
Global Certificate for a Class of Book-Entry Non-Registered Certificates may be
transferred (without delivery of any certificate or Opinion of Counsel described
in clauses (i) and (ii) of the first sentence of the preceding paragraph) by the
Depositor, any Affiliate of the Depositor or any Person designated in writing by
the Depositor to any Person who takes delivery in the form of a beneficial
interest in the Regulation S Global Certificate for such Class of Certificates
upon delivery to the Certificate


                                      -227-



Registrar of (x) a certificate to the effect that the Certificate Owner desiring
to effect such Transfer is the Depositor or an Affiliate of the Depositor and
(y) such written orders and instructions as are required under the applicable
procedures of the Depository, Clearstream and Euroclear to direct the
Certificate Administrator to debit the account of a Depository Participant by a
denomination of interests in such Rule 144A Global Certificate, and credit the
account of a Depository Participant by a denomination of interests in such
Regulation S Global Certificate, that is equal to the denomination of beneficial
interests in the Book-Entry Non-Registered Certificates to be transferred. Upon
delivery to the Certificate Registrar of such certification and such orders and
instructions, the Certificate Administrator, subject to and in accordance with
the applicable procedures of the Depository, shall reduce the denomination of
the Rule 144A Global Certificate in respect of the applicable Class of
Book-Entry Non-Registered Certificates and increase the denomination of the
Regulation S Global Certificate for such Class, by the denomination of the
beneficial interest in such Class specified in such orders and instructions.

          Also notwithstanding the foregoing, any interest in a Rule 144A Global
Certificate with respect to any Class of Book-Entry Non-Registered Certificates
may be transferred by any Certificate Owner holding such interest to any
Institutional Accredited Investor (other than a Qualified Institutional Buyer)
that takes delivery in the form of a Definitive Certificate of the same Class as
such Rule 144A Global Certificate upon delivery to the Certificate Registrar and
the Certificate Administrator of (i) such certifications and/or opinions as are
contemplated by the second paragraph of this Section 5.02(b) and (ii) such
written orders and instructions as are required under the applicable procedures
of the Depository to direct the Certificate Administrator to debit the account
of a Depository Participant by the denomination of the transferred interests in
such Rule 144A Global Certificate. Upon delivery to the Certificate Registrar of
the certifications and/or opinions contemplated by the second paragraph of this
Section 5.02(b), the Certificate Administrator, subject to and in accordance
with the applicable procedures of the Depository, shall reduce the denomination
of the subject Rule 144A Global Certificate by the denomination of the
transferred interests in such Rule 144A Global Certificate, and shall cause a
Definitive Certificate of the same Class as such Rule 144A Global Certificate,
and in a denomination equal to the reduction in the denomination of such Rule
144A Global Certificate, to be executed, authenticated and delivered in
accordance with this Agreement to the applicable Transferee.

          Except as provided in the next paragraph, no beneficial interest in
the Regulation S Global Certificate for any Class of Book-Entry Non-Registered
Certificates shall be transferred to any Person who takes delivery other than in
the form of a beneficial interest in such Regulation S Global Certificate. On
and prior to the Release Date, the Certificate Owner desiring to effect any such
Transfer shall be required to obtain from such Certificate Owner's prospective
Transferee a written certification substantially in the form set forth in
Exhibit F-2D hereto certifying that such Transferee is not a United States
Securities Person. On or prior to the Release Date, beneficial interests in the
Regulation S Global Certificate for each Class of Book-Entry Non-Registered
Certificates may be held only through Euroclear or Clearstream. The Regulation S
Global Certificate for each Class of Book-Entry Non-Registered Certificates
shall be deposited with the Certificate Administrator as custodian for the
Depository and registered in the name of Cede & Co. as nominee of the
Depository.

          Notwithstanding the preceding paragraph, after the Release Date, any
interest in the Regulation S Global Certificate for a Class of Book-Entry
Non-Registered Certificates may be transferred by the Depositor, any Affiliate
of the Depositor or any Person designated in writing by the Depositor to any
Person who takes delivery in the form of a beneficial interest in the Rule 144A
Global Certificate for such Class of Certificates upon delivery to the
Certificate Registrar of (x) a certificate to the effect that the Certificate
Owner desiring to effect such Transfer is the Depositor or an Affiliate of the
Depositor and (y) such written orders and instructions as are required under the
applicable procedures of the Depository, Clearstream and Euroclear to direct the
Certificate Administrator to debit the account of a Depository Participant by a
denomination of interests in such Regulation S Global Certificate, and credit
the account of a Depository Participant by a denomination of interests in such
Rule 144A Global Certificate, that is equal to the denomination of beneficial
interests in such Class of Book-Entry Non-Registered Certificates to be
transferred. Upon delivery to the Certificate Registrar of such certification
and orders and instructions, the Certificate Administrator, subject to and in
accordance with the applicable procedures of the Depository, shall reduce the
denomination of the Regulation S Global Certificate in respect of such Class of
Book-Entry Non-Registered Certificates, and increase the denomination of the
Rule


                                      -228-



144A Global Certificate for such Class, by the denomination of the beneficial
interest in such Class specified in such orders and instructions.

          None of the Depositor, the Underwriters, the Certificate
Administrator, the Trustee, the Master Servicers, the Special Servicers, the Tax
Administrator or the Certificate Registrar is obligated to register or qualify
any Class of Non-Registered Certificates under the Securities Act or any other
securities law or to take any action not otherwise required under this Agreement
to permit the Transfer of any Non-Registered Certificate or interest therein
without registration or qualification. Any Certificateholder or Certificate
Owner desiring to effect a Transfer of any Non-Registered Certificate or
interest therein shall, and does hereby agree to, indemnify the Depositor, the
Underwriters, the Certificate Administrator, the Trustee, each Master Servicer,
each Special Servicer, the Tax Administrator and the Certificate Registrar
against any liability that may result if such Transfer is not exempt from the
registration and/or qualification requirements of the Securities Act and any
applicable state securities laws or is not made in accordance with such federal
and state laws.

          (c) No Transfer of a Certificate or any interest therein shall be made
(A) to any Plan or (B) to any Person who is directly or indirectly purchasing
such Certificate or interest therein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if the purchase and holding of such
Certificate or interest therein by the prospective Transferee would result in a
violation of Section 406 or 407 of ERISA or Section 4975 of the Code or would
result in the imposition of an excise tax under Section 4975 of the Code. Except
in connection with the initial issuance of the Non-Registered Certificates or
any Transfer of a Non-Registered Certificate or any interest therein by the
Depositor, any Underwriter or any of their respective Affiliates or, in the case
of a Global Certificate for any Class of Book-Entry Non-Registered Certificates,
any Transfer thereof to a successor Depository or to the applicable Certificate
Owner(s) in accordance with Section 5.03, the Certificate Registrar shall refuse
to register the Transfer of a Definitive Non-Registered Certificate unless it
has received from the prospective Transferee, and any Certificate Owner
transferring an interest in a Global Certificate for any Class of Book-Entry
Non-Registered Certificates shall be required to obtain from its prospective
Transferee, either (i) a certification to the effect that such prospective
Transferee is not a Plan and is not directly or indirectly purchasing such
Certificate or interest therein on behalf of, as named fiduciary of, as trustee
of, or with assets of a Plan; or (ii) alternatively, but only in the case of a
Certificate that is not a Class R or Class V Certificate, a certification to the
effect that the purchase and holding of such Certificate or interest therein by
such prospective Transferee is exempt from the prohibited transaction provisions
of Sections 406(a) and (b) and 407 of ERISA and the excise taxes imposed on such
prohibited transactions by Sections 4975(a) and (b) of the Code, by reason of
Sections I and III of PTCE 95-60; or (iii) alternatively, but only in the case
of a Non-Registered Certificate that is an Investment Grade Certificate (other
than, if applicable, a Class R or Class V Certificate) that is being acquired by
or on behalf of a Plan in reliance on the Underwriter Exemption, a certification
to the effect that such Plan (X) is an accredited investor as defined in Rule
501(a)(1) of Regulation D of the Securities Act, (Y) is not sponsored (within
the meaning of Section 3(16)(B) of ERISA) by the Trustee, the Certificate
Administrator, the Depositor, any Pooled Mortgage Loan Seller, either Master
Servicer, any Special Servicer, either Primary Servicer, any Sub-Servicer, any
Person responsible for the servicing of a Non-Trust-Serviced Pooled Mortgage
Loan, any Exemption Favored Party or any Borrower with respect to Pooled
Mortgage Loans constituting more than 5% of the aggregate unamortized principal
balance of all the Pooled Mortgage Loans determined as of the Closing Date, or
by any Affiliate of such Person, and (Z) agrees that it will obtain from each of
its Transferees a written certification described in clause (i) above, a written
certification described in clause (ii) above or a written representation that
such Transferee satisfies the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y), together with a written agreement that such Transferee
will obtain from each of its Transferees a similar written certification or
representation. It is hereby acknowledged that the forms of certification
attached hereto as Exhibit G-1 (in the case of Definitive Non-Registered
Certificates) and Exhibit G-2 (in the case of ownership interests in Book-Entry
Non-Registered Certificates) are acceptable for purposes of the preceding
sentence. In lieu of one of the foregoing certifications, a prospective
Transferee may deliver to the Certificate Registrar a certification of facts and
an Opinion of Counsel which establish to the reasonable satisfaction of the
Trustee that such Transfer will not result in a violation of Section 406 of
ERISA or Section 4975 of the Code or result in the imposition of an excise tax
under Section 4975 of the Code, and will not subject the Trustee, the Depositor,
the Certificate Administrator, a Master Servicer, a Special Servicer, a Primary
Servicer or a Sub-Servicer to any obligation in addition to those undertaken in
this Agreement; in the case of an


                                      -229-



ownership interest in a Book-Entry Non-Registered Certificate, the prospective
Transferee shall also deliver to the Certificate Owner from whom it is acquiring
the interest a copy of such certification of facts and Opinion of Counsel, and a
certification that these documents have been delivered to the Certificate
Registrar. If any Transferee of a Certificate (including a Registered
Certificate) or any interest therein does not, in connection with the subject
Transfer, deliver to the Certificate Registrar (in the case of a Definitive
Certificate) or the Transferor (in the case of ownership interests in a
Book-Entry Certificate) any certification and/or Opinion of Counsel contemplated
by the second preceding sentence, then such Transferee shall be deemed to have
represented and warranted that either: (i) such Transferee is not a Plan and is
not directly or indirectly purchasing such Certificate or interest therein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan; or
(ii) the purchase and holding of such Certificate or interest therein by such
Transferee are exempt from the prohibited transaction provisions of Sections
406(a) and (b) and 407 of ERISA and the excise taxes imposed on such prohibited
transactions by Sections 4975(a) and (b) of the Code by reason of an Underwriter
Exemption (in the case of such a Certificate that is an Investment Grade
Certificate) or by reason of Sections I and III of PTCE 95-60 (in the case of
such a Certificate that is not an Investment Grade Certificate).

          (d) (i) 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 Certificate Administrator under clause (ii) (A)
below to deliver payments to a Person other than such Person and to have
irrevocably authorized the Certificate Administrator under clause (ii) (B) below
to negotiate the terms of any mandatory disposition and to execute all
instruments of Transfer and to do all other things necessary in connection with
any such disposition. The rights of each Person acquiring any Ownership Interest
in a Class R Certificate are expressly subject to the following provisions:

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

          (B)  In connection with any proposed Transfer of any Ownership
               Interest in a Class R Certificate, the Certificate Registrar
               shall require delivery to it, and shall not register the Transfer
               of any Class R Certificate until its receipt, of an affidavit and
               agreement substantially in the form attached hereto as Exhibit
               H-1 (a "Transfer Affidavit and Agreement"), from the proposed
               Transferee, representing and warranting, among other things, that
               such Transferee is a Permitted Transferee, that it is not
               acquiring its Ownership Interest in the Class R Certificate that
               is the subject of the proposed Transfer as a nominee, trustee or
               agent for any Person that is not a Permitted Transferee.

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

          (D)  Each Person holding or acquiring any Ownership Interest in a
               Class R Certificate shall agree (1) to require a Transfer
               Affidavit and Agreement 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 certificate substantially in the form
               attached hereto as Exhibit H-2 stating that, among other things,
               it has no actual knowledge that such prospective Transferee is
               not a Permitted Transferee.

          (E)  Each Person holding or acquiring an Ownership Interest in a Class
               R Certificate, by purchasing such Ownership Interest, agrees to
               give the Tax Administrator and the


                                      -230-



               Certificate Administrator written notice that it is a
               "pass-through interest holder" within the meaning of temporary
               Treasury Regulations Section 1.67-3T(a)(2)(i)(A) immediately upon
               acquiring an Ownership Interest in a Class R Certificate, if it
               is, or is holding an Ownership Interest in a Class R Certificate
               on behalf of, a "pass-through interest holder".

          (ii) (A) If any purported Transferee shall become a Holder of a Class
               R Certificate in violation of the provisions of this Section
               5.02(d), then the last preceding Holder of such Class R
               Certificate that was in compliance with the provisions of this
               Section 5.02(d) shall be restored, to the extent permitted by
               law, to all rights as Holder thereof retroactive to the date of
               registration of such Transfer of such Class R Certificate. None
               of the Depositor, the Certificate Administrator, the Trustee or
               the Certificate Registrar shall be under any liability to any
               Person for any registration of Transfer of a Class R Certificate
               that is in fact not permitted by this Section 5.02(d) or for
               making any payments due on such Certificate to the Holder thereof
               or for taking any other action with respect to such Holder under
               the provisions of this Agreement.

          (B)  If any purported Transferee shall become a Holder of a Class R
               Certificate in violation of the restrictions in this Section
               5.02(d), then, to the extent that retroactive restoration of the
               rights of the preceding Holder of such Class R Certificate as
               described in clause (ii)(A) above shall be invalid, illegal or
               unenforceable, the Certificate Administrator shall have the
               right, but not the obligation, to cause the Transfer of such
               Class R Certificate to a Permitted Transferee selected by the
               Certificate Administrator on such terms as the Certificate
               Administrator may choose, and the Certificate Administrator shall
               not be liable to any Person having an Ownership Interest in such
               Class R Certificate as a result of the Certificate
               Administrator's exercise of such discretion. Such purported
               Transferee shall promptly endorse and deliver such Class R
               Certificate in accordance with the instructions of the
               Certificate Administrator. Such Permitted Transferee may be the
               Certificate Administrator itself or any Affiliate of the
               Certificate Administrator.

          (iii) The Tax Administrator shall make available to the IRS and to
those Persons specified by the REMIC Provisions all information furnished to it
by the other parties hereto necessary to compute any tax imposed (A) as a result
of the Transfer of an Ownership Interest in a Class R Certificate to any Person
who is a Disqualified Organization, including the information described in
Treasury Regulations Sections 1.860D-1(b)(5) and 1.860E-2(a)(5) with respect to
the "excess inclusions" of such Class R Certificate and (B) as a result of any
regulated investment company, real estate investment trust, common trust fund,
partnership, trust, estate or organization described in Section 1381 of the Code
that holds an Ownership Interest in a Class R Certificate having as among its
record holders at any time any Person which is a Disqualified Organization, and
each of the other parties hereto shall furnish to the Tax Administrator all
information in its possession necessary for the Tax Administrator to discharge
such obligation. The Person holding such Ownership Interest shall be responsible
for the reasonable compensation of the Tax Administrator for providing
information thereto pursuant to this subsection (d)(iii) and Section
10.01(d)(i).

          (iv) The provisions of this Section 5.02(d) set forth prior to this
clause (iv) may be modified, added to or eliminated, provided that there shall
have been delivered to the Certificate Administrator and the Tax Administrator
the following:

          (A)  written confirmation from each Rating Agency to the effect that
               the modification of, addition to or elimination of such
               provisions will not cause an Adverse Rating Event; and

          (B)  an Opinion of Counsel, in form and substance satisfactory to the
               Certificate Administrator and the Tax Administrator, obtained at
               the expense of the party seeking such modification of, addition
               to or elimination of such provisions (but in no event at the


                                      -231-



               expense of the Trustee, the Tax Administrator or the Trust), to
               the effect that doing so will not (1) cause any REMIC Pool to
               cease to qualify as a REMIC or be subject to an entity-level tax
               caused by the Transfer of any Class R Certificate to a Person
               which is not a Permitted Transferee or (2) cause a Person other
               than the prospective Transferee to be subject to a REMIC-related
               tax caused by the Transfer of a Class R Certificate to a Person
               that is not a Permitted Transferee.

          (e) If a Person is acquiring any Non-Registered Certificate or
interest therein as a fiduciary or agent for one or more accounts, such Person
shall be required to deliver to the Certificate Registrar (or, in the case of an
interest in a Book-Entry Non-Registered Certificate, to the Certificate Owner
that is transferring such interest) a certification to the effect that, and such
other evidence as may be reasonably required by the Certificate Administrator
(or such Certificate Owner) to confirm that, it has (i) sole investment
discretion with respect to each such account and (ii) full power to make the
applicable foregoing acknowledgments, representations, warranties,
certifications and agreements with respect to each such account as set forth in
Subsections (b), (c) and/or (d), as appropriate, of this Section 5.02.

          (f) Subject to the preceding provisions of this Section 5.02, upon
surrender for registration of transfer of any Certificate at the offices of the
Certificate Registrar maintained for such purpose, the Certificate Registrar
shall execute and the Authenticating Agent shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Certificates of the same Class in authorized denominations evidencing a like
aggregate Percentage Interest in such Class.

          (g) At the option of any Holder, its Certificates may be exchanged for
other Certificates of authorized denominations of the same Class evidencing a
like aggregate Percentage Interest in such Class upon surrender of the
Certificates to be exchanged at the offices of the Certificate Registrar
maintained for such purpose. Whenever any Certificates are so surrendered for
exchange, the Certificate Registrar shall execute and the Authenticating Agent
shall authenticate and deliver the Certificates which the Certificateholder
making the exchange is entitled to receive.

          (h) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

          (i) No service charge shall be imposed for any transfer or exchange of
Certificates, but the Certificate Administrator or Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of
Certificates.

          (j) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar, and the Certificate Registrar
shall dispose of such canceled Certificates in accordance with its standard
procedures.

          (k) In connection with the foregoing Sections 5.02(b), (c) and (d), in
no case shall the Depositor be responsible for the costs or expenses of any
certificates, opinions or agreements contemplated by such Sections 5.02(b), (c)
and (d).

          SECTION 5.03. Book-Entry Certificates.

          (a) The Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class X-1, Class X-2, Class X-W, Class A-M, Class A-J, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M,
Class N, Class O and Class P Certificates shall, in the case of each such Class,
initially be issued as one or more Certificates registered in the name of the
Depository or its nominee and, except as provided in Section 5.02(b) and Section
5.03(c), a 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


                                      -232-



Certificates through the book-entry facilities of the Depository and, except as
provided in Section 5.03(c) below, shall not be entitled to definitive, fully
registered Certificates ("Definitive Certificates") in respect of such Ownership
Interests. The Classes of Non-Registered Certificates initially sold to
Qualified Institutional Buyers in reliance on Rule 144A or in reliance on
another exemption from the registration requirements of the Securities Act
shall, in the case of each such Class, be represented by the Rule 144A Global
Certificate for such Class, which shall be deposited with the Certificate
Administrator as custodian for the Depository and registered in the name of Cede
& Co. as nominee of the Depository. The Classes of Non-Registered Certificates
initially sold in offshore transactions in reliance on Regulation S shall, in
the case of each such Class, be represented by the Regulation S Global
Certificate for such Class, which shall be deposited with the Certificate
Administrator as custodian for the Depository and registered in the name of Cede
& Co. as nominee of the Depository. 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 each such Certificate Owner. Each Depository
Participant shall only transfer the Ownership Interests in the Book-Entry
Certificates of Certificate Owners it represents or of brokerage firms for which
it acts as agent in accordance with the Depository's normal procedures.

          (b) The Certificate Administrator, the Master Servicers, the Special
Servicers, the Trustee, 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. Except as expressly provided to the
contrary herein, the rights of Certificate Owners with respect to the Book-Entry
Certificates shall be limited to those established by law and agreements between
such Certificate Owners and the Depository Participants and brokerage firms
representing such Certificate Owners. Multiple requests and directions from, and
votes of, the Depository as Holder of the Book-Entry Certificates with respect
to any particular matter shall not be deemed inconsistent if they are made with
respect to different Certificate Owners. The Certificate Administrator 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 Certificate Administrator, the
Trustee and the Certificate Registrar in writing that the Depository is no
longer willing or able to properly discharge its responsibilities with respect
to a Class of 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 Certificate Administrator and the Certificate Registrar in writing
that it elects to terminate the book-entry system through the Depository with
respect to a Class of Book-Entry Certificates, the Certificate Registrar shall
notify all affected Certificate Owners, through the Depository, of the
occurrence of any such event and of the availability of Definitive Certificates
to such Certificate Owners requesting the same.

          Upon surrender to the Certificate Registrar of the Book-Entry
Certificates of any Class thereof by 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, the Definitive Certificates in respect of such Class to the Certificate
Owners identified in such instructions. None of the Depositor, the Master
Servicers, the Special Servicers, the Certificate Administrator, the Trustee or
the Certificate Registrar shall be liable for any delay in delivery of such
instructions, and each of them 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 Registered 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) Notwithstanding any other provisions contained herein, neither the
Certificate Administrator nor the Certificate Registrar shall have any
responsibility whatsoever to monitor or restrict the Transfer of ownership
interests in any Certificate (including but not limited to any Non-Registered
Certificate) which interests are transferable through the book-entry facilities
of the Depository.


                                      -233-



          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 Certificate Administrator and the Certificate Registrar such security or
indemnity as may be reasonably required by them to save each of them harmless,
then, in the absence of actual notice to the Certificate Administrator 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 like Percentage Interest. Upon the issuance of any new Certificate
under this Section, the Certificate Administrator 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 Certificate Administrator and
the Certificate Registrar) connected therewith. Any replacement Certificate
issued pursuant to this Section shall constitute complete and indefeasible
evidence of ownership in the applicable REMIC created hereunder, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

          SECTION 5.05. Persons Deemed Owners.

          Prior to due presentment for registration of transfer, the Depositor,
the Master Servicers, the Special Servicers, the Certificate Administrator, the
Trustee, the Certificate Registrar and any agent of any of them may treat the
Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions pursuant to Section 4.01
and for all other purposes whatsoever and none of the Depositor, the Master
Servicers, the Special Servicer, the Trustee, the Certificate Registrar or any
agent of any of them shall be affected by notice to the contrary.

          SECTION 5.06. Certification by Certificate Owners.

          To the extent that under the terms of this Agreement, it is necessary
to determine whether any Person is a Certificate Owner, the Certificate
Administrator shall make such determination based on a certificate of such
Person which shall be substantially in the form of paragraph 1 of Exhibit K-1
hereto (or such other form as shall be reasonably acceptable to the Certificate
Administrator) and shall specify the Class and Certificate Principal Balance or
Certificate Notional Amount, as the case may be, of the Book-Entry Certificate
beneficially owned; provided, however, that none of the Trustee, the Certificate
Administrator or the Certificate Registrar shall knowingly recognize such Person
as a Certificate Owner if such Person, to the actual knowledge of a Responsible
Officer of the Trustee, the Certificate Administrator or the Certificate
Registrar, as the case may be, acquired its Ownership Interest in a Book-Entry
Certificate in violation of Section 5.02(c), or if such Person's certification
that it is a Certificate Owner is in direct conflict with information actually
known by a Responsible Officer of the Trustee, the Certificate Administrator or
the Certificate Registrar, with respect to the identity of a Certificate Owner.
The Trustee, the Certificate Administrator and the Certificate Registrar shall
each exercise its reasonable discretion in making any determination under this
Section 5.06(b) and shall afford any Person providing information with respect
to its beneficial ownership of any Book-Entry Certificate an opportunity to
resolve any discrepancies between the information provided and any other
information available to the Trustee, the Certificate Administrator or the
Certificate Registrar, as the case may be.

          SECTION 5.07. Appointment of Authenticating Agents.

          (a) The Certificate Administrator may appoint at its expense an
Authenticating Agent, which shall be authorized to act on behalf of the
Certificate Administrator in authenticating Certificates. The Certificate
Administrator shall cause any such Authenticating Agent to execute and deliver
to the Certificate Administrator an instrument in which such Authenticating
Agent shall agree to act in such capacity, with the obligations and
responsibilities herein. Each Authenticating Agent must be organized and doing
business under the laws of the United States of America or of any State,
authorized under such laws to carry on a trust business, have a combined capital
and surplus of at least $15,000,000, and be subject to supervision or
examination by federal or state authorities. Each Authenticating Agent shall be
subject to


                                      -234-



the same obligations, standard of care, protection and indemnities as would be
imposed on, or would protect, the Certificate Administrator hereunder. The
appointment of an Authenticating Agent shall not relieve the Certificate
Administrator from any of its obligations hereunder, and the Certificate
Administrator shall remain responsible for all acts and omissions of the
Authenticating Agent. In the absence of any other Person appointed in accordance
herewith acting as Authenticating Agent, the Certificate Administrator hereby
agrees to act in such capacity in accordance with the terms hereof.
Notwithstanding anything herein to the contrary, if the Certificate
Administrator is no longer the Authenticating Agent, any provision or
requirement herein requiring notice or any information or documentation to be
provided to the Authenticating Agent shall be construed to require that such
notice, information or documentation also be provided to the Certificate
Administrator.

          (b) Any Person into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Person resulting from any
merger, conversion, or consolidation to which any Authenticating Agent shall be
a party, or any Person succeeding to the corporate agency business of any
Authenticating Agent, shall continue to be the Authenticating Agent without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

          (c) Any Authenticating Agent appointed in accordance with this Section
5.07 may at any time resign by giving at least 30 days' advance written notice
of resignation to the Certificate Administrator, the Trustee, the Certificate
Registrar and the Depositor. The Certificate Administrator may at any time
terminate the agency of any Authenticating Agent appointed in accordance with
this Section 5.07 by giving written notice of termination to such Authenticating
Agent, the Trustee, the Certificate Registrar and the Depositor. Upon receiving
a notice of such a resignation or upon such a termination, or in case at any
time any Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.07, the Certificate Administrator may appoint a
successor Authenticating Agent, in which case the Certificate Administrator
shall give written notice of such appointment to the Trustee, the Certificate
Registrar and the Depositor and shall mail notice of such appointment to all
Holders of Certificates; provided, however, that no successor Authenticating
Agent shall be appointed unless eligible under the provisions of this Section
5.07. Any successor Authenticating Agent upon acceptance of its appointment
hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally
named as Authenticating Agent.


                                      -235-



                                   ARTICLE VI

                       THE DEPOSITOR, THE MASTER SERVICERS
                            AND THE SPECIAL SERVICERS

          SECTION 6.01. Liability of the Depositor, the Master Servicers, the
                        Primary Servicers and the Special Servicers.

          The Depositor, the Master Servicers, the Primary Servicers and the
Special Servicers shall be liable in accordance herewith only to the extent of
the respective obligations specifically imposed upon and undertaken by the
Depositor, each Master Servicer, each Primary Servicer and each Special Servicer
(but this shall not be construed to limit the terms of a Primary Servicing
Agreement as between the applicable Master Servicer and the applicable Primary
Servicer).

          SECTION 6.02. Merger, Consolidation or Conversion of the Depositor, a
                        Master Servicer or the Special Servicer.

          (a) Subject to Section 6.02(b), the Depositor, the Master Servicers
and the Special Servicers shall each keep in full effect its existence, rights
and franchises as a corporation, bank, trust company, partnership, limited
liability company, association or other legal entity under the laws of the
jurisdiction wherein it was organized, and each shall obtain and preserve its
qualification to do business as a foreign entity 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) Each of the Depositor, the Master Servicers and the Special
Servicers may be merged or consolidated with or into any Person, or transfer all
or substantially all of its assets to any Person, in which case any Person
resulting from any merger or consolidation to which the Depositor, a Master
Servicer or a Special Servicer shall be a party, or any Person succeeding to the
business of the Depositor, a Master Servicer, a Special Servicer, shall be the
successor of the Depositor, such Master Servicer or the Special Servicer, as the
case may be, hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, that no successor or surviving
Person shall succeed to the rights of either Master Servicer or a Special
Servicer unless (i) such succession will not result in an Adverse Rating Event
with respect to any Class of Rated Certificates (as confirmed in writing to the
Trustee by each Rating Agency for the Rated Certificates) and, solely with
respect to the applicable Master Servicer or applicable Special Servicer for any
Serviced Mortgage Loan Group that includes one or more Non-Pooled Pari Passu
Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities
are outstanding, if such Serviced Mortgage Loan Group is then serviced and
administered under this Agreement, will not result in an Adverse Rating Event
with respect to any class of the related Non-Pooled Pari Passu Companion Loan
Securities (as confirmed in writing to the Trustee by each applicable Rating
Agency for such Non-Pooled Pari Passu Companion Loan Securities), as applicable,
and (ii) such successor or surviving Person makes the applicable representations
and warranties set forth in Section 2.05 (in the case of a successor or
surviving Person to PAR as a Master Servicer), Section 2.06 (in the case of a
successor or surviving Person to WFB as a Master Servicers), Section 2.07 (in
the case of a successor or surviving Person to the General Special Servicer), as
applicable or Section 2.08 (in the case of a successor or surviving Person to a
Loan Specific Special Servicer).

          SECTION 6.03. Limitation on Liability of the Depositor, the Master
                        Servicers, the Primary Servicers and the Special
                        Servicers.

          (a) None of the Depositor, the Master Servicers, the Primary Servicers
or the Special Servicers shall be under any liability to the Trust, the Trustee,
the Certificateholders or any Serviced Non-Pooled Mortgage Loan Noteholder for
any action taken or not taken in good faith pursuant to this Agreement or for
errors in judgment; provided, however, that this provision shall not protect the
Depositor, a Master Servicer, a Primary Servicer or a Special Servicer


                                     -236-



against any liability to the Trust, the Trustee, the Certificateholders or any
Serviced Non-Pooled Mortgage Loan Noteholder for the breach of a representation
or warranty made by such party herein, or against any expense or liability
specifically required to be borne by such party without right of reimbursement
pursuant to the terms hereof, or against any liability which would otherwise be
imposed by reason of malfeasance, bad faith or negligence in the performance of,
or negligent disregard of, such party's obligations or duties hereunder. The
Depositor, each Master Servicer, each Primary Servicer, each Special Servicer
and any director, member, manager, officer, employee or agent of any such party
may rely in good faith on any document of any kind conforming to the
requirements of this Agreement for the truth and accuracy of the contents of
that document (and as to certificates and opinions, including Opinions of
Counsel, for the truth of the statements made therein and the correctness of the
opinions expressed therein) reasonably believed or in good faith believed by it
to be genuine and to have been signed or presented by the proper party or
parties, which document, prima facie, is properly executed and submitted by any
Person, or any employee or agent of any Person (including legal counsel as to
opinions), respecting any matters arising hereunder. The Depositor, each Master
Servicer, each Primary Servicer, each Special Servicer (each in its capacity as
such or in its individual capacity) and any director, member, manager, officer,
employee or agent of any such party, shall be indemnified and held harmless by
the Trust out of the relevant Collection Account, as provided in Section
3.05(a), or the Distribution Account, as provided in Section 3.05(b), against
any loss, liability, cost or expense (including reasonable legal fees and
expenses) incurred in connection with any legal action or claim relating to this
Agreement or the Certificates, other than any loss, liability, cost or expense:
(i) specifically required to be borne thereby pursuant to the terms hereof; (ii)
that constitutes a Servicing Advance that is otherwise reimbursable under this
Agreement; or (iii) incurred in connection with any legal action or claim
against such party resulting from any breach of a representation or warranty
made herein, any malfeasance, bad faith or negligence in the performance of, or
negligent disregard of, obligations or duties hereunder or any willful or
negligent violation of applicable law. None of the Depositor, the Master
Servicers, the Primary Servicer or the Special Servicers shall be under any
obligation to appear in, prosecute or defend any legal action unless such action
is related to its respective duties under this Agreement and, except in the case
of a legal action the costs of which such party is specifically required
hereunder to bear, in its opinion does not involve it in any ultimate expense or
liability for which it would not be reimbursed hereunder; provided, however,
that the Depositor, a Master Servicer, a Primary Servicer or a Special Servicer
may in its discretion undertake any such action which it may reasonably deem
necessary or desirable with respect to the enforcement and/or protection of the
rights and duties of the parties hereto and the interests of the
Certificateholders (or, if a Serviced Mortgage Loan Group is involved, the
rights of the Certificateholders and the related Serviced Non-Pooled Mortgage
Loan Noteholder(s) (as a collective whole)). In such event, the legal expenses
and costs of such action, and any liability resulting therefrom, shall be
expenses, costs and liabilities of the Trust, and the Depositor, such Master
Servicer, such Primary Servicer or such Special Servicer, as the case may be,
shall be entitled to be reimbursed therefor from the relevant Collection
Account, as provided in Section 3.05(a), or the Distribution Account, as
provided in Section 3.05(b).

          Notwithstanding the foregoing, if and to the extent that any loss,
liability, cost or expense that is, pursuant to this Section 6.03(a), required
to be borne by the Trust out of the Distribution Account or a Collection
Account, relates to any Serviced Mortgage Loan Group, (i) such loss, liability,
cost or expense shall be payable out of amounts on deposit in the relevant
Collection Account, any related Companion Note Custodial Account(s) and any
related Subordinate Note Custodial Account(s) collectively, prior to payment
from funds in the Distribution Account or a Collection Account that are
unrelated to such Serviced Mortgage Loan Group; (ii) if such Serviced Mortgage
Loan Group includes one or more Serviced Non-Pooled Subordinate Loans, such
loss, liability, cost or expense shall be payable out of amounts on deposit in
the related Subordinate Note Custodial Account and shall be payable out of the
Distribution Account or a Collection Account or Companion Note Custodial Account
only to the extent that amounts recoverable on the related Serviced Non-Pooled
Subordinate Loan(s) are insufficient to cover the portion of such loss,
liability, cost or expense so payable out of the related Subordinate Note
Custodial Account; and (iii) if such Serviced Mortgage Loan Group includes one
or more Serviced Non-Pooled Pari Passu Companion Loans, such loss, liability,
cost or expense shall be payable out of amounts on deposit in the relevant
Collection Account and the related Companion Note Custodial Account(s)
(withdrawals from those accounts to be made in accordance with the related
Mortgage Loan Group Intercreditor Agreement and pro rata according to the
respective outstanding principal balances of the Pooled Mortgage Loan and such
Serviced Non-Pooled Pari Passu Companion Loans included in such Serviced
Mortgage Loan Group).


                                     -237-



          (b) In addition, none of the Master Servicers, the Primary Servicer
and the Special Servicers shall have any liability with respect to, and each of
the Master Servicers, the Primary Servicer and the Special Servicers shall be
entitled to rely, as to the truth of the statements made therein and the
correctness of the opinions expressed therein, on any certificates or opinions
furnished to, and accepted in good faith by, such Master Servicer, such Primary
Servicer or such Special Servicer, as the case may be, and conforming to the
requirements of this Agreement. Each of the Master Servicers, the Primary
Servicers and the Special Servicers may rely in good faith on information
provided to it by the other parties hereto (unless the provider and the
recipient of such information are the same Person or Affiliates) and by the
Borrowers and property managers, and will have no duty to investigate or verify
the accuracy thereof. Each of the Master Servicers and the Special Servicers may
rely, and shall be protected in acting or refraining from acting upon, any
resolution, officer's certificate, certificate of auditors or any other
certificate, statement, instrument, opinion, report, notice, request, consent,
order, financial statement, agreement, appraisal, bond or other document (in
electronic or paper format) as contemplated by and in accordance with this
Agreement and reasonably believed or in good faith believed by such Master
Servicer, such Primary Servicer or such Special Servicer, as the case may be, to
be genuine and to have been signed or presented by the proper party or parties
and each of them may consult with counsel, in which case any written advice of
counsel or Opinion of Counsel shall be full and complete authorization and
protection with respect to any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of
Counsel. Furthermore, none of the Master Servicers, the Primary Servicers and
the Special Servicers shall have any liability under this Agreement for any
failure of any other such Person (or any other party to this Agreement) to
perform such Person's obligations or duties hereunder.

          SECTION 6.04. Resignation of the Master Servicers and the Special
                        Servicers.

          (a) Each of the Master Servicers and the Special Servicers may resign
from the obligations and duties hereby imposed on it, upon a determination that
its duties hereunder are no longer permissible under applicable law or are in
material conflict by reason of applicable law with any other activities carried
on by it (the other activities of such Master Servicer or such Special Servicer,
as the case may be, so causing such a conflict being of a type and nature
carried on by such Master Servicer or such Special Servicer, as the case may be,
at the date of this Agreement). Any such determination requiring the resignation
of a Master Servicer or a Special Servicer shall be evidenced by an Opinion of
Counsel to such effect which shall be delivered to the Trustee, with a copy to
the Certificate Administrator and the Controlling Class Representative (and each
affected Serviced Non-Pooled Mortgage Loan Noteholder). Unless applicable law
requires the resignation of a Master Servicer or a Special Servicer (as the case
may be) to be effective immediately, and the Opinion of Counsel delivered
pursuant to the prior sentence so states, no such resignation shall become
effective until the Trustee or other successor shall have assumed the
responsibilities and obligations of the resigning party in accordance with
Section 3.25 or Section 7.02 hereof; provided that, if no successor to such
Master Servicer or such Special Servicer, as the case may be, shall have been so
appointed and have accepted appointment within 90 days after such Master
Servicer or such Special Servicer, as the case may be, has given notice of such
resignation, the resigning Master Servicer or Special Servicer, as the case may
be, may petition any court of competent jurisdiction for the appointment of a
successor thereto.

          (b) In addition, each of the Master Servicers and the Special
Servicers shall have the right to resign at any other time, provided that (i) a
willing successor thereto (including any such successor proposed by the
resigning party) has been found that is (a) reasonably acceptable to the
Trustee, (b) solely in the case of a successor to a Master Servicer, reasonably
acceptable to the Controlling Class Representative in its discretion (unless
such successor is on S&P's Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or such successor is the other Master Servicer), (c) solely in
the case of a Loan Specific Special Servicer if it is a resigning Special
Servicer, acceptable to the related Serviced Mortgage Loan Group Controlling
Party in its discretion and (d) solely in the case of the General Special
Servicer if it is a resigning Special Servicer, acceptable to the Controlling
Class Representative in its discretion, (ii) the resigning party has consulted
with (although, except as provided for above, it shall not be required to have
obtained the approval of) the Controlling Class Representative with respect to
the identity and quality of its proposed successor unless such successor is the
other Master Servicer, (iii) the succession will not result in an Adverse Rating
Event with respect to any Class of Rated Certificates (as confirmed in writing
to the Trustee by each Rating Agency for the Rated Certificates) and, in the
case of the applicable Master Servicer or applicable Special Servicer for each
Serviced Mortgage Loan Group


                                     -238-



that includes one or more Non-Pooled Pari Passu Companion Loans for which any
Non-Pooled Pari Passu Companion Loan Securities are then outstanding, if such
Serviced Mortgage Loan Group is then serviced and administered under this
Agreement, will not result in an Adverse Rating Event with respect to any class
of such Non-Pooled Pari Passu Companion Loan Securities (as confirmed in writing
to the Trustee by each applicable Rating Agency for such Non-Pooled Pari Passu
Companion Loan Securities), (iv) the resigning party pays all costs and expenses
in connection with such transfer, (v) the successor accepts appointment in
writing prior to the effectiveness of such resignation and (vi) the successor
affirms its assumption of the obligations of the resigning Master Servicer under
the Primary Servicing Agreements.

          (c) None of the Master Servicers and the Special Servicers shall be
permitted to resign except as contemplated in subsections (a) and (b) of this
Section 6.04. Consistent with the foregoing, none of the Master Servicers and
the Special Servicers shall (except in connection with any resignation thereby
permitted above in this Section 6.04 or as otherwise expressly provided herein,
including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02)
assign or transfer any of its rights, benefits or privileges hereunder to any
other Person or delegate to, subcontract with, or authorize or appoint any other
Person to perform any of the duties, covenants or obligations to be performed by
it hereunder. If, pursuant to any provision hereof, the duties of a Master
Servicer or a Special Servicer are transferred to a successor thereto, the
entire amount of compensation payable to such Master Servicer (including without
limitation, in the case of the Master Servicer that is the Servicer Report
Administrator, the Servicer Report Administrator Fee) or such Special Servicer,
as the case may be, that accrues pursuant hereto from and after the date of such
transfer shall be payable to such successor, except (in the case of the Special
Servicer) to the extent provided in Section 3.11(c).

          SECTION 6.05. Rights of the Depositor and the Trustee in Respect of
                        the Master Servicers and the Special Servicers.

          Each of the Master Servicers and the Special Servicers shall afford
the Depositor and the Trustee, upon reasonable notice, during normal business
hours access to all records maintained by it in respect of its rights and
obligations hereunder and access to such of its officers as are responsible for
such obligations. Upon reasonable request and as reasonably related to the
performance of the obligations of the Master Servicers and the Special Servicer,
as applicable, pursuant to this Agreement, each of the Master Servicers and the
Special Servicers shall furnish the Depositor and the Trustee with its most
recent publicly available annual audited financial statements (or, if not
available, the most recent publicly available audited annual financial
statements of its corporate parent) and such other information as is publicly
available regarding its business, affairs, property and condition, financial or
otherwise. Each of the Master Servicers and the Special Servicers may affix to
any such information described in this Section 6.05 provided by it any
disclaimer it deems appropriate in its reasonable discretion. The Depositor may,
but is not obligated to, enforce the obligations of any Master Servicer or
Special Servicer hereunder and may, but is not obligated to, perform, or cause a
designee to perform, any defaulted obligation of any Master Servicer or a
Special Servicer hereunder or exercise the rights of a Master Servicer or a
Special Servicer hereunder; provided, however, that none of the Master Servicers
and the Special Servicers shall be relieved of any of its obligations hereunder
by virtue of such performance by the Depositor or its designee. The Depositor
shall not have any responsibility or liability for any action or failure to act
by a Master Servicer or a Special Servicer and is not obligated to supervise the
performance of any Master Servicer or Special Servicer under this Agreement or
otherwise.

          SECTION 6.06. Master Servicers, the Primary Servicers and Special
                        Servicers May Own Certificates.

          Any Master Servicer, Primary Servicer, Special Servicer or Affiliate
thereof may become the Holder of (or, in the case of a Book-Entry Certificate,
Certificate Owner with respect to) any Certificate with (except as otherwise set
forth in the definition of "Certificateholder") the same rights it would have if
it were not a Master Servicer, a Special Servicer or an Affiliate thereof. If,
at any time during which any Master Servicer, Special Servicer or Affiliate of a
Master Servicer or a Special Servicer is the Holder of (or, in the case of a
Book-Entry Certificate, Certificate Owner with respect to) any Certificate, such
Master Servicer or such Special Servicer, as the case may be, proposes to take
any action (including for this purpose, omitting to take a particular action)
that is not expressly prohibited by the terms hereof and would not, in the
reasonable judgment of such Master Servicer or such Special Servicer (as the
case may be), violate the


                                     -239-



Servicing Standard, but that, if taken, might nonetheless, in the reasonable
judgment of such Master Servicer or such Special Servicer (as the case may be),
be considered by other Persons to violate the Servicing Standard, then such
Master Servicer or such Special Servicer, as the case may be, may (but need not)
seek the approval of the Certificateholders to such action by delivering to the
Certificate Administrator (with a copy to the Trustee) a written notice that (a)
states that it is delivered pursuant to this Section 6.06, (b) identifies the
Percentage Interest in each Class of Certificates beneficially owned by such
Master Servicer or such Special Servicer, as the case may be, or by an Affiliate
thereof and (c) describes in reasonable detail the action that such Master
Servicer or such Special Servicer, as the case may be, proposes to take. The
Certificate Administrator, upon receipt of such notice, shall forward it to the
Certificateholders (other than such Master Servicer and its Affiliates or such
Special Servicer and its Affiliates, as appropriate), together with a request
for approval by the Certificateholders of each such proposed action. If at any
time Certificateholders holding greater than 50% of the Voting Rights of all
Certificateholders (calculated without regard to the Certificates beneficially
owned by such Master Servicer or its Affiliates or such Special Servicer or its
Affiliates, as the case may be) shall have consented in writing (with a copy to
each related Serviced Non-Pooled Mortgage Loan Noteholder, if a Serviced
Mortgage Loan Group is involved) to the proposal described in the written
notice, and if such Master Servicer or such Special Servicer, as the case may
be, shall act as proposed in the written notice, such action shall be deemed to
comply with the Servicing Standard. The Certificate Administrator shall be
entitled to reimbursement from the subject Master Servicer or the subject
Special Servicer, as applicable, for the reasonable expenses of the Certificate
Administrator incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that any Master Servicer or Special Servicer be permitted to
invoke the procedure set forth herein with respect to routine servicing matters
arising hereunder, but rather in the case of unusual circumstances.


                                     -240-



                                   ARTICLE VII

                                     DEFAULT

          SECTION 7.01. Events of Default.

          (a) "Event of Default", wherever used herein, means any one of the
following events:

               (i) with respect to a Master Servicer, any failure by such Master
     Servicer to deposit into the Collection Account maintained by such Master
     Servicer or (if it is the applicable Master Servicer for a Serviced
     Mortgage Loan Group) a related Companion Note Custodial Account or related
     Subordinate Note Custodial Account, any amount required to be so deposited
     under this Agreement, which failure continues unremedied for one Business
     Day following the date on which such deposit was first required to be made;
     or

               (ii) with respect to a Special Servicer, any failure by such
     Special Servicer to deposit into the REO Account maintained by it or to
     deposit, or remit to either Master Servicer for deposit, into a Collection
     Account, Companion Note Custodial Account and/or Subordinate Note Custodial
     Account, as applicable, any amount required to be so deposited or remitted
     under this Agreement, which failure continues unremedied for one Business
     Day following the date on which such deposit or remittance, as the case may
     be, was first required to be made; or

               (iii) any failure by a Master Servicer to remit to the
     Certificate Administrator for deposit into the Distribution Account, on any
     P&I Advance Date, the full amount of P&I Advances required to be made by
     such Master Servicer on such date or, on any Master Servicer Remittance
     Date, the full amount of the Master Servicer Remittance Amount and any
     Compensating Interest Payment required to be remitted by such Master
     Servicer on such date, which failure continues unremedied until 9:00 a.m.
     (New York City time) on the related Distribution Date; provided, however,
     that if a Master Servicer fails to make any deposit contemplated by this
     Section 7.01(a)(iii), including any P&I Advance, which deposit is required
     to be made by such Master Servicer on any P&I Advance Date or Master
     Servicer Remittance Date (without regard to any grace period), then such
     Master Servicer shall pay to the Certificate Administrator, for the account
     of the Certificate Administrator, interest on such late remittance at the
     Reimbursement Rate from and including such P&I Advance Date or such Master
     Servicer Remittance Date to but excluding the related Distribution Date; or

               (iv) any failure by a Master Servicer to timely make any
     Servicing Advance required to be made by it hereunder, which Servicing
     Advance remains unmade for a period of one Business Day following the date
     on which notice shall have been given to such Master Servicer by the
     Trustee as provided in Section 3.11(f); or

               (v) any failure by a Special Servicer to timely make (or request
     the applicable Master Servicer to make) any Servicing Advance required to
     be made by it hereunder, which Servicing Advance remains unmade for a
     period of one Business Day following the date on which notice has been
     given to such Special Servicer by the Trustee as provided in Section
     3.11(f); or

               (vi) any failure on the part of a Master Servicer or a Special
     Servicer duly to observe or perform in any material respect any other of
     the covenants or agreements on the part of such Master Servicer or such
     Special Servicer, as the case may be, contained in this Agreement
     (excluding Article XI, other than Section 11.11, Section 11.12 and/or
     Section 11.13 (as modified by Section 11.13A) at any time after the Trust
     is not required to report under the Exchange Act), which failure continues
     unremedied for a period of 30 days after the date on which written notice
     of such failure, requiring the same to be remedied, shall have been given
     to such Master Servicer or such Special Servicer, as the case may be, by
     any other party hereto or to such Master Servicer or such Special Servicer,
     as the case may be, with a copy to each other party hereto, or by the
     Holders of


                                      -241-



     Certificates entitled to at least 25% of the Voting Rights or, if affected
     by that failure, the applicable Serviced Non-Pooled Noteholder; provided,
     however, that, with respect to any such failure that is not curable within
     such 30-day period, such Master Servicer or such Special Servicer, as the
     case may be, shall have an additional cure period of 60 days to effect such
     cure so long as such Master Servicer or the Special Servicer, as the case
     may be, has commenced to cure such failure within the initial 30-day period
     and has provided the Trustee with an Officer's Certificate certifying that
     it has diligently pursued, and is continuing to pursue, a full cure; or

               (vii) any breach on the part of a Master Servicer or a Special
     Servicer of any representation or warranty contained in this Agreement that
     materially and adversely affects the interests of any Class of
     Certificateholders or the applicable Non-Pooled Subordinate Noteholder and
     which continues unremedied for a period of 30 days after the date on which
     notice of such breach, requiring the same to be remedied, shall have been
     given to such Master Servicer or such Special Servicer, as the case may be,
     by any other party hereto or to such Master Servicer or such Special
     Servicer, as the case may be, with a copy to each other party hereto, or by
     the Holders of Certificates entitled to at least 25% of the Voting Rights
     or, if affected by such breach, the applicable Serviced Non-Pooled Mortgage
     Loan Noteholder; provided, however, that, with respect to any such breach
     that is not curable within such 30-day period, such Master Servicer or such
     Special Servicer, as the case may be, shall have an additional cure period
     of 60 days to effect such cure so long as such Master Servicer or such
     Special Servicer, as the case may be, has commenced to cure such breach
     within the initial 30-day period and has provided the Trustee with an
     Officer's Certificate certifying that it has diligently pursued, and is
     continuing to pursue, a full cure; or

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

               (ix) a Master Servicer or a Special Servicer shall consent to the
     appointment of a conservator, receiver, liquidator, trustee or similar
     official in any bankruptcy, insolvency, readjustment of debt, marshalling
     of assets and liabilities or similar proceedings of or relating to it or of
     or relating to all or substantially all of its property; or

               (x) a Master Servicer or a 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
     association or company action in furtherance of the foregoing; or

               (xi) a Master Servicer is removed from S&P's Select Servicer List
     as a U.S. Commercial Mortgage Master Servicer or a Special Servicer is
     removed from S&P's Select Servicer List as a U.S. Commercial Mortgage
     Special Servicer, as the case may be, and, in either case, is not
     reinstated within 60 days and the ratings then assigned by S&P to any
     Classes of Rated Certificates are downgraded, qualified or withdrawn
     (including, without limitation, being placed on a negative credit watch) in
     connection with such removal; or

               (xii) a Master Servicer ceases to have a master servicer rating
     of at least "CMS3" from Fitch or a Special Servicer ceases to have a
     special servicer rating of at least "CSS3" from Fitch and, in either case,
     such rating is not reinstated within 30 days; or

               (xiii) any failure by the applicable Master Servicer to timely
     make any monthly remittance required to be made by it hereunder to a
     Serviced Non-Pooled Mortgage Loan Noteholder related to a Mortgage Loan
     Group for which such Master Servicer is the applicable Master Servicer; or


                                      -242-



               (xiv) for so long as the Trust is subject to the reporting
     requirements of the Exchange Act, 5 days after a failure by the applicable
     Master Servicer to comply with any of its obligations under Article XI of
     this Agreement and notice thereof to such Master Servicer from the Trustee
     or the Depositor; provided, however, that if, following the Master
     Servicer's failure to comply with any of such obligations under Section
     11.03, 11.04, 11.05, 11.07, 11.08, 11.09, 11.10, 11.11, 11.12 or 11.13 on
     or prior to the dates by which such obligations are to be performed
     pursuant to, and as set forth in, such Sections, (a) such Master Servicer
     subsequently complies with such obligations before the Trustee or the
     Depositor gives written notice to it that it is terminated in accordance
     with this subsection and (b) such Master Servicer's failure to comply does
     not cause the Certificate Administrator to fail in its obligations to
     timely file the related Form 8-K, Form 10-D or Form 10-K, as the case may
     be, by the related Form 8-K Filing Deadline, Form 10-D Filing Deadline or
     Form 10-K Filing Deadline, then such failure to comply shall cease to be an
     Event of Default under this Section 7.01 on the date on which such Form
     8-K, Form 10-D or Form 10-K is so filed.

          When a single entity acts as two or more of the capacities of the
Master Servicers and the Special Servicer, an Event of Default (other than an
event described in clauses (xi), (xii), (xiii) and (xiv) above) in one capacity
shall constitute an Event of Default in both or all such capacities.

          (b) If any Event of Default with respect to any Master Servicer or
Special Servicer (in either case, for purposes of this Section 7.01(b), the
"Defaulting Party") shall occur and be continuing, then, and in each and every
such case, so long as the Event of Default shall not have been remedied, the
Trustee may, and at the written direction of either the Holders of Certificates
entitled to not less than 25% of the Voting Rights or, alternatively, if an
Event of Default on the part of the General Special Servicer has occurred, the
Controlling Class Representative, the Trustee shall, terminate, by notice in
writing to the Defaulting Party (with a copy of such notice to each other party
hereto), all of the rights and obligations (accruing from and after such notice)
of the Defaulting Party under this Agreement and in and to the Trust Fund (other
than as a Holder of any Certificate). From and after the receipt by the
Defaulting Party of such written notice, all of the responsibilities, duties,
authority and power of the Defaulting Party under this Agreement, whether with
respect to the Certificates, the Mortgage Loans or otherwise (other than as a
Holder of any Certificate or as a Non-Pooled Mortgage Loan Noteholder, if
applicable), shall pass to and be vested in the Trustee pursuant to and under
this Section, and, without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of and at the expense of the
Defaulting Party, as attorney-in-fact or otherwise, any and all documents and
other instruments, and to do or accomplish all other acts or things necessary or
appropriate to effect the purposes of such notice of termination, whether to
complete the transfer and endorsement or assignment of the Mortgage Loans and
related documents, or otherwise (provided, however, that each of the Master
Servicers and the Special Servicers shall, if terminated pursuant to this
Section 7.01(b), continue to be obligated to pay and entitled to receive all
amounts accrued or owing by or to it under this Agreement on or prior to the
date of such termination, whether in respect of Advances or otherwise, and it
and its members, managers, directors, officers, employees and agents shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination). Each of the Master Servicers and the Special Servicers agrees
that, if it is terminated pursuant to this Section 7.01(b), it shall promptly
(and in any event no later than 20 days subsequent to its receipt of the notice
of termination) provide the Trustee with all documents and records requested
thereby to enable the Trustee to assume the functions hereunder of such Master
Servicer or such Special Servicer, as the case may be, and shall otherwise
cooperate with the Trustee in effecting the termination of the rights and
responsibilities hereunder of such Master Servicer or such Special Servicer, as
the case may be, including the transfer within five (5) Business Days to the
Trustee for administration by it of all cash amounts that at the time are or
should have been credited by a Master Servicer to its Collection Account or any
Companion Note Custodial Account (if such Master Servicer is the applicable
Master Servicer for the related Serviced Mortgage Loan Group) or Subordinate
Note Custodial Account (if such Master Servicer is the applicable Master
Servicer for the related Serviced Mortgage Loan Group), the Distribution Account
or any Servicing Account or Reserve Account held by it (if it is the Defaulting
Party) or by such Special Servicer to its REO Account, a Collection Account, any
Companion Note Custodial Account, any Subordinate Note Custodial Account or any
Servicing Account or Reserve Account held by it (if it is the Defaulting Party)
or that are thereafter received by or on behalf of it with respect to any
Mortgage Loan or REO Property (provided, however, that if any Master Servicer or
Special Servicer is terminated pursuant to this Section 7.01(b), such Master
Servicer or such Special Servicer, as the case


                                      -243-



may be, shall continue to be obligated to pay and entitled to receive all
amounts accrued or owing by or to it under this Agreement on or prior to the
date of such termination, whether in respect of Advances or otherwise, and it
and its members, managers, directors, officers, employees and agents shall
continue to be entitled to the benefits of Section 6.03 notwithstanding any such
termination). Any costs or expenses (including those of any other party hereto)
incurred in connection with any actions to be taken by a terminated Master
Servicer or Special Servicer pursuant to this paragraph shall be borne by such
Master Servicer or such Special Servicer, as the case may be (and, in the case
of the Trustee's costs and expenses, if not paid within a reasonable time, shall
be borne by the Trust out of the Collection Account).

          Notwithstanding the foregoing, the applicable Master Servicer for any
Serviced Mortgage Loan Group shall not be terminated hereunder solely by reason
of an Event of Default under Section 7.01(a)(xiii) or by reason of any other
Event of Default that affects only a Serviced Non-Pooled Mortgage Loan
Noteholder. If an Event of Default under Section 7.01(a)(xiii) occurs on the
part of the applicable Master Servicer for any Serviced Mortgage Loan Group, or
if any other Event of Default occurs on the part of the applicable Master
Servicer for a Serviced Mortgage Loan Group and such Master Servicer is not
terminated pursuant to the provisions set forth above, any related Serviced
Non-Pooled Mortgage Loan Noteholder shall be entitled to require the applicable
Master Servicer to appoint, in accordance with Section 3.22, a Sub-Servicer, to
be selected by such Master Servicer, that will be responsible for primary
servicing such Serviced Mortgage Loan Group. In connection with the appointment
of a Sub-Servicer in accordance with this paragraph, if the applicable Serviced
Mortgage Loan Group includes one or more Serviced Non-Pooled Pari Passu
Companion Loans for which one or more classes of Non-Pooled Pari Passu Loan
Securities are outstanding that are then rated by S&P, either (A) such
Sub-Servicer shall be on S&P's Select Servicer List as a U.S. Commercial
Mortgage Master Servicer or (B) the applicable Master Servicer shall obtain, at
its own expense, a written confirmation from S&P to the effect that the
appointment of such Sub-Servicer will not result in an Adverse Rating Event with
respect to any class of such Non-Pooled Pari Passu Companion Loan Securities
rated by S&P. In no event shall any waiver of an Event of Default pursuant to
Section 7.04 affect the rights of the holder of any Serviced Non-Pooled Mortgage
Loan Noteholder under this paragraph.

          (c) Notwithstanding Section 7.01(b) of this Agreement, if a Master
Servicer receives a notice of termination solely due to an Event of Default
under Section 7.01(a)(xi), (xii) or (xiv) and the terminated Master Servicer
provides the Trustee with the appropriate "request for proposal" materials
within the five (5) Business Days after such termination, then such Master
Servicer shall continue to serve as Master Servicer, if requested to do so by
the Trustee, and the Trustee shall promptly thereafter (using such "request for
proposal" materials provided by the terminated Master Servicer) solicit good
faith bids for the rights to master service the Mortgage Loans under this
Agreement for which the terminated Master Servicer is the applicable Master
Servicer from at least three (3) Persons qualified to act as successor Master
Servicer hereunder in accordance with Section 6.02 and Section 7.02 for which
the Trustee has received written confirmation from each Rating Agency for the
Rated Certificates that the appointment of such Person would not result in an
Adverse Rating Event with respect to any Class of Rated Certificates rated by
such Rating Agency and, if the terminated Master Servicer is the applicable
Master Servicer for any Serviced Mortgage Loan Group that includes one or more
Serviced Non-Pooled Pari Passu Companion Loans and such Serviced Mortgage Loan
Group is then serviced and administered under this Agreement, written
confirmation from each applicable Rating Agency for the related Non-Pooled Pari
Passu Companion Loan Securities that the appointment of such Person would not
result in an Adverse Rating Event with respect to any class of such Non-Pooled
Pari Passu Companion Loan Securities rated by such applicable Rating Agency (any
such Person so qualified, a "Qualified Bidder") or, if three (3) Qualified
Bidders cannot be located, then from as many Persons as the Trustee can
determine are Qualified Bidders; provided, however, that (i) at the Trustee's
request, the terminated Master Servicer shall supply the Trustee with the names
of Persons from whom to solicit such bids; (ii) prior to making such
solicitation, the Trustee or, upon request of the Trustee, the terminated Master
Servicer, shall have consulted with (although it shall not be required to have
obtained the approval of) the Controlling Class Representative with respect to
the identity and quality of each of the Persons from whom the Trustee is to
solicit bids; and (iii) the Trustee shall not be responsible if less than three
(3) or no Qualified Bidders submit bids for the right to master service the
subject Mortgage Loans under this Agreement. The bid proposal shall require any
Successful Bidder (as defined below), as a condition of such bid, to enter into
this Agreement as successor Master Servicer with respect to the applicable
Mortgage Loans, and to agree to be bound by the terms hereof, within forty-five
(45) days after the receipt by the applicable Master Servicer of a notice of
termination. The Trustee shall solicit bids (i) on the basis of such successor


                                      -244-



Master Servicer retaining all applicable Sub-Servicers to continue the primary
servicing of the applicable Serviced Mortgage Loans pursuant to the terms of the
respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement
with the terminated Master Servicer to service each of the Serviced Mortgage
Loans for which it was the applicable Master Servicer and not subject to a
Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to, for each
Serviced Mortgage Loan serviced, the excess of the related Master Servicing Fee
Rate minus the sum of two basis points and the related Excess Servicing Fee Rate
(each, a "Servicing-Retained Bid") and (ii) on the basis of terminating each
applicable Sub-Servicing Agreement and each applicable Sub-Servicer (other than
a Designated Sub-Servicer and its Sub-Servicing Agreement) that it is permitted
to terminate in accordance with Section 3.22 and having no obligation to enter
into a Sub-Servicing Agreement with the terminated Master Servicer (each, a
"Servicing-Released Bid"). The Trustee shall select the Qualified Bidder with
the highest cash Servicing-Retained Bid (or, if none, the highest cash Servicing
Released Bid) (the "Successful Bidder") to act as successor Master Servicer
hereunder. The Trustee shall direct the Successful Bidder to enter into this
Agreement as successor Master Servicer pursuant to the terms hereof (and, if the
successful bid was a Servicing-Retained Bid, to enter into a Sub-Servicing
Agreement with the terminated Master Servicer as contemplated above), no later
than forty-five (45) days after the termination of the terminated Master
Servicer. In no event shall the bid procedures under this subsection (c) purport
to offer the servicing right of any Primary Servicer or Designated Sub-Servicer
that is not then in default under its Primary Servicing Agreement or Designated
Subservicing Agreement.

          (d) Upon the assignment and acceptance of the applicable master
servicing (including, in the case of an assignment of the rights of WFB or any
successor thereto as a Master Servicer, the servicer report administrative)
rights hereunder to and by the Successful Bidder, the Trustee shall remit or
cause to be remitted to the terminated Master Servicer the amount of such cash
bid received from the Successful Bidder (net of "out-of-pocket" expenses
incurred in connection with obtaining such bid and transferring servicing).

          (e) If the Successful Bidder has not entered into this Agreement as
successor Master Servicer within forty-five (45) days after the related Master
Servicer received a notice of termination or no Successful Bidder was identified
within such forty-five (45) day period, the terminated Master Servicer shall
reimburse the Trustee for all reasonable "out-of-pocket" expenses incurred by
the Trustee in connection with such bid process and the Trustee shall have no
further obligations under this Section 7.01(c). The Trustee thereafter may act
or may select a successor to act as Master Servicer hereunder in accordance with
Section 7.02.

          SECTION 7.02. Trustee to Act; Appointment of Successor.

          On and after the time any Master Servicer or Special Servicer resigns
pursuant to Section 6.04(a) or receives a notice of termination pursuant to
Section 7.01, the Trustee shall, subject to Section 3.25, be the successor in
all respects to such Master Servicer or such Special Servicer, as the case may
be, in its capacity as such under this Agreement and the transactions set forth
or provided for herein and shall be subject to all the responsibilities, duties
and liabilities relating thereto and arising thereafter placed on such Master
Servicer or such Special Servicer, as the case may be, by the terms and
provisions hereof, including, if a Master Servicer is the resigning or
terminated party, such Master Servicer's obligation to make Advances; provided,
however, that (i) any failure to perform such duties or responsibilities caused
by the failure of such Master Servicer or such Special Servicer, as the case may
be, to cooperate or to provide information or monies as required by Section 7.01
shall not be considered a default by the Trustee hereunder and (ii) in the case
of a terminated Master Servicer, the Trustee shall cease to act as successor
Master Servicer if an alternative successor is appointed pursuant to Section
7.01(c). Neither the Trustee nor any other successor shall be liable for any of
the representations and warranties of the resigning or terminated party or for
any losses incurred by the resigning or terminated party pursuant to Section
3.06 hereunder nor shall the Trustee or any other successor be required to
purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee
shall be entitled to all fees and other compensation which the resigning or
terminated party would have been entitled to for future services rendered if the
resigning or terminated party had continued to act hereunder. Notwithstanding
the above, if it is unwilling to so act, the Trustee may (and, if it is unable
to so act, or if the Trustee is not approved as an acceptable master servicer or
special servicer, as the case may be, by each Rating Agency, or if the Holders
of Certificates entitled to a majority of all the Voting Rights (or,
alternatively, if an Event of Default on the part of the General Special
Servicer has occurred, the Controlling Class


                                      -245-



Representative) so requests in writing, the Trustee shall), promptly appoint, or
petition a court of competent jurisdiction to appoint, any established and
qualified institution as the successor to the resigning or terminated Master
Servicer or Special Servicer, as the case may be, hereunder in the assumption of
all or any part of the responsibilities, duties or liabilities of such Master
Servicer or such Special Servicer, as the case may be, hereunder; provided,
however, that (i) such appointment does not result in an Adverse Rating Event
with respect to any Class of Rated Certificates (as confirmed in writing to the
Trustee by each applicable Rating Agency for the Rated Certificates) and (if
such Master Servicer or Special Servicer is the applicable Master Servicer or
the applicable Special Servicer for a Serviced Mortgage Loan Group that is then
serviced and administered under this Agreement and includes one or more Serviced
Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu
Companion Loan Securities are then outstanding) also does not result in an
Adverse Rating Event with respect to any class of related Non-Pooled Pari Passu
Companion Loan Securities (as confirmed in writing to the Trustee by each
applicable Rating Agency for such Non-Pooled Pari Passu Companion Loan
Securities), as applicable; (ii) if such successor (in the case of a successor
(other than if the other Master Servicer is such successor) to a resigning or
terminated Master Servicer) is not on S&P's Select Servicer List as a U.S.
Commercial Mortgage Master Servicer, such successor is reasonably acceptable to
the Controlling Class Representative and, if such successor (other than if such
successor is the other Master Servicer) is on S&P's Select Servicer List as a
U.S. Commercial Mortgage Master Servicer, the Controlling Class Representative
shall have been consulted with respect to the identity of (although it need not
have approved) such successor and (iii) in the case of a Loan Specific Special
Servicer, such successor is acceptable to the related Serviced Mortgage Loan
Group Controlling Party in its sole discretion. No appointment of a successor to
any Master Servicer or Special Servicer hereunder shall be effective until the
assumption by such successor of all its responsibilities, duties and liabilities
hereunder, and pending such appointment and assumption, the Trustee shall act in
such capacity as hereinabove provided. In connection with any such appointment
and assumption, the Trustee may make such arrangements for the compensation of
such successor out of payments on the Mortgage Loans or otherwise as it and such
successor shall agree; provided, however, that no such compensation shall be in
excess of that permitted the resigning or terminated party hereunder. The
Depositor, the Trustee, such successor and each other party hereto shall take
such action, consistent with this Agreement, as shall be necessary to effectuate
any such succession.

          If the Trustee or an Affiliate acts pursuant to this Section 7.02 as
successor to the resigning or terminated Master Servicer, it may reduce such
Master Servicer's Excess Servicing Fee Rate to the extent that its or such
Affiliate's compensation as successor Master Servicer would otherwise be below
the market rate servicing compensation. If the Trustee elects to appoint a
successor to the resigning or terminated Master Servicer other than itself or an
Affiliate pursuant to this Section 7.02, it may reduce such Master Servicer's
Excess Servicing Fee Rate to the extent reasonably necessary (in the sole
discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 7.02.

          SECTION 7.03. Notification to Certificateholders.

          (a) Upon any resignation of a Master Servicer or the Special Servicer
pursuant to Section 6.04, any termination of a Master Servicer or Special
Servicer pursuant to Section 7.01, any appointment of a successor to a Master
Servicer or Special Servicer pursuant to Section 6.02, 6.04 or 7.02 or the
effectiveness of any designation of a new Special Servicer pursuant to Section
3.25, the Trustee shall give prompt written notice thereof to Certificateholders
at their respective addresses appearing in the Certificate Register and to each
Serviced Non-Pooled Mortgage Loan Noteholder.

          (b) Not later than the later of (i) 60 days after the occurrence of
any event which constitutes or, with notice or lapse of time or both, would
constitute an Event of Default and (ii) five days after a Responsible Officer of
the Trustee has actual knowledge of the occurrence of such an event, 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; provided that an Event of
Default under clause (i), clause (ii), clause (iii), clause (xi) or clause (xii)
of Section 7.01(a) may be waived only by all of


                                      -246-



the Certificateholders of the affected Classes and in any event such Holders
shall not be entitled to waive any Event of Default under clause (xiii) of
Section 7.01(a) (which may be waived only by the applicable Serviced Non-Pooled
Mortgage Loan Noteholder) or clause (xiv) of Section 7.01(a) (which may be
waived only by the Depositor). Upon any such waiver of an Event of Default, and
payment to the Trustee and the Certificate Administrator of all reasonable costs
and expenses incurred by the Trustee and the Certificate Administrator in
connection with such default prior to its waiver (which costs shall be paid by
the party requesting such waiver), such Event of Default shall cease to exist
and shall be deemed to have been remedied for every purpose hereunder. No such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon except to the extent expressly so waived.
Notwithstanding any other provisions of this Agreement, for purposes of waiving
any Event of Default pursuant to this Section 7.04, Certificates registered in
the name of the Depositor or any Affiliate of the Depositor shall be entitled to
the same Voting Rights with respect to the matters described above as they would
if registered in the name of any other Person.

          SECTION 7.05. Additional Remedies of Trustee Upon Event of Default.

          During the continuance of any Event of Default, so long as such Event
of Default shall not have been remedied, the Trustee, in addition to the rights
specified in Section 7.01, shall have the right (exercisable subject to Section
8.01(a)), in its own name and as trustee of an express trust and (in the case of
any matter affecting a Serviced Mortgage Loan Group) on behalf of the related
Serviced Non-Pooled Mortgage Loan Noteholder(s), to take all actions now or
hereafter existing at law, in equity or by statute to enforce its rights and
remedies and to protect the interests, and enforce the rights and remedies, of
the Certificateholders and such noteholder(s) (including the institution and
prosecution of all judicial, administrative and other proceedings and the
filings of proofs of claim and debt in connection therewith). Except as
otherwise expressly provided in this Agreement, no remedy provided for by this
Agreement shall be exclusive of any other remedy, and each and every remedy
shall be cumulative and in addition to any other remedy, and no delay or
omission to exercise any right or remedy shall impair any such right or remedy
or shall be deemed to be a waiver of any Event of Default.


                                      -247-



                                  ARTICLE VIII

            THE TRUSTEE, THE CUSTODIAN, THE CERTIFICATE ADMINISTRATOR
                            AND THE TAX ADMINISTRATOR

          SECTION 8.01. Duties of the Trustee, the Custodian, the Certificate
                        Administrator and the Tax Administrator.

          (a) The Trustee, prior to the occurrence of an Event of Default and
after the curing or waiver 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 person would exercise or use under the circumstances in the conduct of
such person's own affairs. Any permissive right of the Trustee contained in this
Agreement shall not be construed as a duty. The Trustee, the Custodian, the
Certificate Administrator and the Tax Administrator shall be liable in
accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Trustee, the Custodian, the
Certificate Administrator and the Tax Administrator.

          (b) Upon receipt of all resolutions, certificates, statements,
opinions, reports, documents, orders or other instruments furnished to the
Trustee, the Custodian, the Certificate Administrator or the Tax Administrator,
as applicable, 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), the Trustee, the
Custodian, the Certificate Administrator or the Tax Administrator, as
applicable, 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, the
Custodian, the Certificate Administrator or the Tax Administrator, as
applicable, shall take such action as it deems appropriate to have the
instrument corrected. The Trustee, the Custodian, the Certificate Administrator
or the Tax Administrator, as applicable, shall not be responsible or liable for
the accuracy or content of any resolution, certificate, statement, opinion,
report, document, order or other instrument furnished by the Depositor, a Master
Servicer, a Special Servicer, any actual or prospective Certificateholder or
Certificate Owner or any Rating Agency, and accepted by the Trustee, the
Custodian, the Certificate Administrator or the Tax Administrator in good faith,
pursuant to this Agreement.

          (c) No provision of this Agreement shall be construed to relieve the
Trustee, the Tax Administrator or the Certificate Administrator from liability
for its own negligent action, its own negligent failure to act or its own
willful misconduct; provided, however, that:

               (i) Prior to the occurrence of an Event of Default, and after the
     curing or waiver of all 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.

               (ii) In the absence of bad faith on the part of the Trustee, the
     Certificate Administrator or the Tax Administrator, the Trustee, the
     Certificate Administrator or the Tax Administrator, as applicable, 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, the Certificate Administrator or the Tax Administrator, as
     applicable, and conforming to the requirements of this Agreement.

               (iii) None of the Trustee, the Certificate Administrator or the
     Tax Administrator shall be liable for an error of judgment made in good
     faith by a Responsible Officer or Responsible Officers of such entity
     unless it shall be proved that such entity was negligent in ascertaining
     the pertinent facts.


                                     -248-



               (iv) The Trustee shall not be liable with respect to any action
     taken, suffered or omitted to be taken by the Trustee, in good faith in
     accordance with the terms of this Agreement and the direction of Holders of
     Certificates entitled to at least 25% (or, as to any particular matter, any
     higher percentage as may be specifically provided for hereunder) 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.

               (v) Neither the Certificate Administrator nor the Trustee shall
     be required to take action with respect to, or be deemed to have notice or
     knowledge of, any default or Event of Default (other than an Event of
     Default under Section 7.01(a)(xi) or (xii)) or a Master Servicer's failure
     to deliver any monies, including P&I Advances, or to provide any report,
     certificate or statement, to the Trustee, the Certificate Administrator or
     the Tax Administrator, as applicable, when required pursuant to this
     Agreement) unless a Responsible Officer of the Trustee or the Certificate
     Administrator shall have received written notice or otherwise have actual
     knowledge thereof. Otherwise, the Trustee and the Certificate Administrator
     may conclusively assume that there is no such default or Event of Default.

               (vi) Subject to the other provisions of this Agreement, and
     without limiting the generality of this Section 8.01, none of the Trustee,
     the Certificate Administrator or the Tax Administrator shall have any duty,
     except, in the case of the Trustee, as expressly provided in Section
     2.01(c) or Section 2.01(e) or in its capacity as successor to a Master
     Servicer or a Special Servicer, (A) to cause any recording, filing, or
     depositing of this Agreement or any agreement referred to herein or any
     financing statement or continuation statement evidencing a security
     interest, or to cause the maintenance of any such recording or filing or
     depositing or to any re-recording, refiling or redepositing of any thereof,
     (B) to cause the maintenance of any insurance, (C) to confirm or verify the
     truth, accuracy or contents of any reports or certificates of either Master
     Servicer, any Special Servicer, any actual or prospective or any
     Certificateholder or Certificate Owner or any Rating Agency, delivered to
     the Trustee, the Certificate Administrator or the Tax Administrator
     pursuant to this Agreement reasonably believed by the Trustee, the
     Certificate Administrator or the Tax Administrator, as applicable, to be
     genuine and without error and to have been signed or presented by the
     proper party or parties, (D) subject to Section 10.01(f), to see to the
     payment or discharge of any tax levied against any part of the Trust Fund
     other than from funds available in the Collection Accounts or the
     Distribution Account, and (E) to see to the payment of any assessment or
     other governmental charge or any lien or encumbrance of any kind owing with
     respect to, assessed or levied against, any part of the Trust Fund other
     than from funds available in a Collection Account or the Distribution
     Account (provided that such assessment, charge, lien or encumbrance did not
     arise out of the Trustee's, the Certificate Administrator's or the Tax
     Administrator's, as applicable, willful misfeasance, bad faith or
     negligence).

               (vii) For as long as the Person that serves as the Trustee, the
     Certificate Administrator or the Tax Administrator hereunder also serves as
     Custodian and/or Certificate Registrar, the protections, immunities and
     indemnities afforded to that Person in its capacity as Trustee, Certificate
     Administrator or Tax Administrator, as applicable, hereunder shall also be
     afforded to such Person in its capacity as Custodian and/or Certificate
     Registrar, as the case may be.

               (viii) If the same Person is acting in two or more of the
     capacities of Trustee, Certificate Administrator, Tax Administrator,
     Custodian or Certificate Registrar, then any notices required to be given
     by such Person in one such capacity shall be deemed to have been timely
     given to itself in any other such capacity.

          SECTION 8.02. Certain Matters Affecting the Trustee, the Certificate
                        Administrator and the Tax Administrator.

          Except as otherwise provided in Section 8.01:

               (i) the Trustee, the Certificate Administrator and the Tax
     Administrator, may each rely upon and shall be protected in acting or
     refraining from acting upon any resolution, Officer's Certificate,
     certificate of


                                     -249-



     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 without error and to have been
     signed or presented by the proper party or parties;

               (ii) the Trustee, the Certificate Administrator and the Tax
     Administrator may each consult with counsel and any written advice or
     opinion 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, unless such
     Certificateholders shall have provided to the Trustee reasonable security
     or indemnity against the costs, expenses and liabilities which may be
     incurred therein or thereby satisfactory to the Trustee, in its reasonable
     discretion; none of the Trustee, the Certificate Administrator or the Tax
     Administrator shall be required to expend or risk its own funds (except to
     pay expenses that could reasonably be expected to be incurred in connection
     with the performance of its normal duties) 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; provided,
     however, that nothing contained herein shall relieve the Trustee of the
     obligation, upon the occurrence of an Event of Default which has not been
     waived or 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) none of the Trustee, the Certificate Administrator or the
     Tax Administrator shall 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 and after the
     waiver or curing of all Events of Default which may have occurred, the
     Trustee shall not be bound to make any investigation into the facts or
     matters stated in any resolution, certificate, statement, instrument,
     opinion, report, notice, request, consent, order, approval, bond or other
     paper or document, unless requested in writing to do so by Holders of
     Certificates entitled to at least 25% 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 an indemnity satisfactory to the
     Trustee, in its reasonable discretion, against such expense or liability as
     a condition to taking any such action;

               (vi) except as contemplated by Section 8.06 and, with respect to
     the Trustee alone, Section 8.14, none of the Trustee, the Certificate
     Administrator or the Tax Administrator shall be required to give any bond
     or surety in respect of the execution of the trusts created hereby or the
     powers granted hereunder;

               (vii) the Trustee may execute any of the trusts or powers vested
     in it by this Agreement, and the Certificate Administrator and the Tax
     Administrator may each perform any of their respective duties hereunder,
     either directly or by or through the Custodian or other agents or
     attorneys-in-fact, provided that the use of the Custodian or other agents
     or attorneys-in-fact shall not be deemed to relieve the Trustee, the
     Certificate Administrator or the Tax Administrator, as applicable, of any
     of its duties and obligations hereunder (except as expressly set forth
     herein);

               (viii) none of the Trustee, the Certificate Administrator or the
     Tax Administrator shall be responsible for any act or omission of a Master
     Servicer or a Special Servicer (unless, in the case of the Trustee, it is
     acting as a Master Servicer or a Special Servicer, as the case may be) or
     of the Depositor; and


                                     -250-



               (ix) neither the Trustee nor the Certificate Registrar shall have
     any obligation or duty to monitor, determine or inquire as to compliance
     with any restriction on transfer imposed under Article V under this
     Agreement or under applicable law with respect to any transfer of any
     Certificate or any interest therein, other than to require delivery of the
     certification(s) and/or Opinions of Counsel described in said Article
     applicable with respect to changes in registration or record ownership of
     Certificates in the Certificate Register and to examine the same to
     determine substantial compliance with the express requirements of this
     Agreement; and the Trustee and the Certificate Registrar shall have no
     liability for transfers, including transfers made through the book-entry
     facilities of the Depository or between or among Depository Participants or
     beneficial owners of the Certificates, made in violation of applicable
     restrictions except for its failure to perform its express duties in
     connection with changes in registration or record ownership in the
     Certificate Register.

          SECTION 8.03. The Trustee, the Certificate Administrator and the Tax
                        Administrator not Liable for Validity or Sufficiency of
                        Certificates or Mortgage Loans.

          The recitals contained herein and in the Certificates (other than the
statements attributed to, and the representations and warranties of, the
Trustee, the Certificate Administrator and/or the Tax Administrator in Article
II, and the signature of the Certificate Registrar set forth on each outstanding
Certificate) shall not be taken as the statements of the Trustee, the
Certificate Administrator or the Tax Administrator, and none of the Trustee, the
Certificate Administrator or the Tax Administrator assumes any responsibility
for their correctness. None of the Trustee, the Certificate Administrator or the
Tax Administrator makes any representation as to the validity or sufficiency of
this Agreement (except as regards the enforceability of this Agreement against
it) or of any Certificate (other than as to the signature of the Trustee set
forth thereon) or of any Mortgage Loan or related document. None of the Trustee,
the Certificate Administrator or the Tax Administrator 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 Pooled Mortgage
Loans to the Trust, or any funds (other than with respect to any funds held by
the Certificate Administrator) deposited in or withdrawn from the Collection
Account or any other account by or on behalf of the Depositor, a Master Servicer
or a Special Servicer (unless, in the case of the Trustee, it is acting in such
capacity). None of the Trustee, the Certificate Administrator or the Tax
Administrator shall be responsible for the legality or validity of this
Agreement (other than insofar as it relates to the obligations of the Trustee,
the Certificate Administrator or the Tax Administrator, as the case may be,
hereunder) or the validity, priority, perfection or sufficiency of any security,
lien or security interest granted to it hereunder or the filing of any financing
statements or continuation statements, except to the extent set forth in Section
2.01(c) and Section 2.01(e) or to the extent the Trustee is acting as a Master
Servicer or a Special Servicer and such Master Servicer or such Special
Servicer, as the case may be, would be so responsible hereunder. Except as
contemplated by Section 12.02(a), none of the Trustee, the Certificate
Administrator or the Tax Administrator shall be required to record this
Agreement.

          SECTION 8.04. The Trustee, the Certificate Administrator and the Tax
                        Administrator May Own Certificates.

          The Trustee (in its individual or any other capacity), the Certificate
Administrator or the Tax Administrator or any of their respective Affiliates may
become the owner or pledgee of Certificates with (except as otherwise provided
in the definition of "Certificateholder") the same rights it would have if it
were not the Trustee, the Certificate Administrator or the Tax Administrator or
one of their Affiliates, as the case may be.

          SECTION 8.05. Fees and Expenses of the Trustee, the Certificate
                        Administrator and the Tax Administrator; Indemnification
                        of and by the Trustee, the Certificate Administrator and
                        the Tax Administrator.

          (a) On each Distribution Date, the Certificate Administrator shall
withdraw from the Distribution Account, out of general collections on the Pooled
Mortgage Loans and REO Properties on deposit therein, prior to any distributions
to be made therefrom to Certificateholders on such date, and pay to itself all
Certificate Administrator Fees,


                                     -251-



to the Trustee all Trustee Fees and to the Servicer Report Administrator all
Servicer Report Administrator Fees, in each case earned in respect of the Pooled
Mortgage Loans and any successor REO Pooled Mortgage Loans through the end of
the then most recently ended calendar month as compensation for all services
rendered by the Trustee and the Servicer Report Administrator, respectively,
hereunder. As to each Pooled Mortgage Loan and REO Pooled Mortgage Loan, the
Trustee Fee, the Certificate Administrator Fee and the Servicer Report
Administrator Fee shall accrue during each calendar month, commencing with
December 2006, at the Trustee Fee Rate, the Certificate Administrator Fee Rate
and the Servicer Report Administrator Fee Rate, respectively, on a principal
amount equal to the Stated Principal Balance of such Mortgage Loan or REO
Mortgage Loan, as the case may be, immediately following the Distribution Date
in such calendar month (or, in the case of December 2006, on a principal amount
equal to the Cut-off Date Principal Balance of the particular Mortgage Loan).
The Trustee Fee, the Certificate Administrator Fee and the Servicer Report
Administrator Fee accrued during each calendar month shall be payable in the
next succeeding calendar month. With respect to each Pooled Mortgage Loan and
REO Pooled Mortgage Loan, the Trustee Fee, the Certificate Administrator Fee and
the Servicer Report Administrator Fee shall be calculated on the same Interest
Accrual Basis as is applicable to the accrual or deemed accrual of interest on
such Mortgage Loan or REO Mortgage Loan, as the case may be. The Trustee Fee
(which shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust), the Certificate Administrator
Fee and the Tax Administrator Fee shall constitute the sole compensation of the
Trustee, the Certificate Administrator and the Tax Administrator, respectively,
for such services to be rendered by it. The Certificate Administrator shall be
responsible for the payment of the Tax Administrator Fee.

          Notwithstanding the prior paragraph, if and to the extent that any
loss, liability, cost or expense that is, pursuant to the prior paragraph,
required to be borne by the Trust out of the Distribution Account or a
Collection Account, relates to any Mortgage Loan that is part of a Serviced
Mortgage Loan Group, (i) such loss, liability, cost or expense shall be payable
out of amounts on deposit in the relevant Collection Account, any related
Companion Note Custodial Account(s) and any related Subordinate Note Custodial
Account(s) collectively, prior to payment from funds in the Distribution Account
or a Collection Account that are unrelated to such Serviced Mortgage Loan Group;
(ii) if such Serviced Mortgage Loan Group includes one or more Serviced
Non-Pooled Subordinate Loans, such loss, liability, cost or expense shall be
payable out of amounts on deposit in the related Subordinate Note Custodial
Account and shall be payable out of the Distribution Account or a Collection
Account or Companion Note Custodial Account only to the extent that amounts
recoverable on the related Serviced Non-Pooled Subordinate Loan(s) are
insufficient to cover the portion of such loss, liability, cost or expense so
payable out of the related Subordinate Note Custodial Account; and (iii) if such
Serviced Mortgage Loan Group includes one or more Serviced Non-Pooled Pari Passu
Companion Loans, such loss, liability, cost or expense shall be payable out of
amounts on deposit in the relevant Collection Account and the related Companion
Note Custodial Account(s) (withdrawals from those accounts to be made in
accordance with the related Mortgage Loan Group Intercreditor Agreement and pro
rata according to the respective outstanding principal balances of the Pooled
Mortgage Loan and such Serviced Non-Pooled Pari Passu Companion Loans included
in such Serviced Mortgage Loan Group).

          (b) The Trustee, the Certificate Administrator and the Tax
Administrator (each in its capacity as such or in its individual capacity) and
any of their respective directors, officers, employees, agents or affiliates are
entitled to be indemnified and held harmless out of the Collection Accounts
and/or the Distribution Account, as and to the extent provided in Section 3.05,
for and against any loss, liability, claim or expense (including costs and
expenses of litigation, and of investigation, reasonable counsel fees, damages,
judgments and amounts paid in settlement) arising out of, or incurred in
connection with, this Agreement, the Certificates, the Mortgage Loans (unless,
in the case of the Trustee, it incurs any such expense or liability in the
capacity of successor to a Master Servicer or a Special Servicer (as the case
may be), in which case such expense or liability will be reimbursable thereto in
the same manner as it would be for any other Master Servicer or Special
Servicer, as the case may be) or any act or omission of the Trustee, the
Certificate Administrator or the Tax Administrator relating to the exercise and
performance of any of the rights and duties of the Trustee, the Certificate
Administrator or the Tax Administrator hereunder; provided, however, that none
of the Trustee, the Certificate Administrator or the Tax Administrator shall be
entitled to indemnification pursuant to this Section 8.05(b) for (1) allocable
overhead, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs and
expenses, (2) any cost or expense that does not constitute an


                                     -252-



"unanticipated expense" within the meaning of Treasury Regulations Section
1.860G-1(b)(3)(ii), (3) any expense or liability specifically required to be
borne thereby pursuant to the terms hereof or (4) any loss, liability, claim or
expense incurred by reason of any breach on the part of the Trustee, the
Certificate Administrator or the Tax Administrator of any of their respective
representations, warranties or covenants contained herein or any willful
misconduct, bad faith, fraud or negligence in the performance of, or negligent
disregard of, the Trustee's, the Certificate Administrator's or the Tax
Administrator's obligations and duties hereunder.

          (c) The Master Servicers and the Special Servicers each shall
indemnify the Trustee, the Certificate Administrator and the Tax Administrator
(each in their respective capacity as such and in their individual capacity) for
and hold each of them harmless against any loss, liability, claim or expense
that is a result of such Master Servicer's or such Special Servicer's, as the
case may be, negligent acts or omissions in connection with this Agreement,
including the negligent use by such Master Servicer or such Special Servicer, as
the case may be, of any powers of attorney delivered to it by the Trustee
pursuant to the provisions hereof and the Mortgage Loans serviced by such Master
Servicer or such Special Servicer, as the case may be; provided, however, that,
if the Trustee, the Certificate Administrator or the Tax Administrator has been
reimbursed for such loss, liability, claim or expense pursuant to Section
8.05(b), then the indemnity in favor of such Person provided for in this Section
8.05(c) with respect to such loss, liability, claim or expense shall be for the
benefit of the Trust.

          (d) Each of the Trustee, the Certificate Administrator and the Tax
Administrator shall indemnify each of the Master Servicers and each Special
Servicer (each in their respective capacity as such and in their individual
capacity) for and hold each of them harmless against any loss, liability, claim
or expense that is a result of the Trustee's, the Certificate Administrator's or
the Tax Administrator's, as the case may be, negligent acts or omissions in
connection with this Agreement; provided, however, that if a Master Servicer or
a Special Servicer has been reimbursed for such loss, liability, claim or
expense pursuant to Section 6.03, then the indemnity in favor of such Person
otherwise provided for in this Section 8.05(d) with respect to such loss,
liability, claim or expense shall be for the benefit of the Trust.

          (e) This Section 8.05 shall survive the termination of this Agreement
or the resignation or removal of the Trustee, the Certificate Administrator, the
Tax Administrator, either Master Servicer or any Special Servicer as regards
rights and obligations prior to such termination, resignation or removal.

          SECTION 8.06. Eligibility Requirements for the Trustee, the
                        Certificate Administrator and the Tax Administrator.

          The Trustee, the Certificate Administrator and the Tax Administrator
hereunder each shall at all times be a corporation, bank, trust company or
association that: (i) is organized and doing business under the laws of the
United States of America or any State thereof or the District of Columbia and,
in the case of the Trustee, authorized under such laws to exercise trust powers;
(ii) has a combined capital and surplus of at least $50,000,000; and (iii) is
subject to supervision or examination by federal or state authority. If such
corporation, bank, trust company or association publishes reports of condition
at least annually, pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the purposes of this Section the
combined capital and surplus of such corporation, bank, trust company or
association shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. In addition: (i) the
Trustee shall at all times meet the requirements of Section 26(a)(1) of the
Investment Company Act; and (ii) neither the Certificate Administrator nor the
Tax Administrator may have any affiliations or act in any other capacity with
respect to the transactions contemplated hereby that would cause the Underwriter
Exemption to be unavailable with respect to any Class of Certificates as to
which it would otherwise be available. Furthermore, the Trustee, the Certificate
Administrator and the Tax Administrator shall at all times maintain a long-term
unsecured debt rating of at least "A+" from Fitch and "A+" from S&P and a
short-term unsecured debt rating from each Rating Agency of at least "F-1" in
the case of Fitch and "A-1" in the case of S&P (or, in the case of any Rating
Agency, such lower rating as will not result in an Adverse Rating Event with
respect to any Class of Rated Certificates rated by such Rating Agency and (if a
Serviced Mortgage Loan Group is then serviced and administered under this
Agreement and includes one or more Serviced Non-


                                     -253-



Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion
Loan Securities are then outstanding) also will not result in an Adverse Rating
Event with respect to any class of related Non-Pooled Pari Passu Companion Loan
Securities, in each case as confirmed in writing to the Trustee, the Certificate
Administrator, the Tax Administrator and the Depositor by each applicable Rating
Agency); provided that the Trustee shall not cease to be eligible to serve as
such based on a failure to satisfy such rating requirements so long as either:
(i) the Trustee maintains a long-term unsecured debt rating of no less than
"BBB" from Fitch and "BBB" from S&P (or, in the case of any Rating Agency, such
lower rating as will not result in an Adverse Rating Event with respect to any
Class of Rated Certificates rated by such Rating Agency and (if a Serviced
Mortgage Loan Group is then serviced and administered under this Agreement and
includes one or more Serviced Non-Pooled Pari Passu Companion Loans for which
any Non-Pooled Pari Passu Companion Loan Securities are then outstanding) also
will not result in an Adverse Rating Event with respect to any class of related
Non-Pooled Pari Passu Companion Loan Securities, in each case as confirmed in
writing to the Trustee, the Certificate Administrator, the Tax Administrator and
the Depositor by each applicable Rating Agency), and a Fiscal Agent meeting the
requirements of Section 8.13 has been appointed by the Trustee and is then
currently serving in such capacity; or (ii) the Trustee maintains a long-term
unsecured debt rating of no less than "A" from Fitch and "A" from S&P (or, in
the case of any Rating Agency, such lower rating as will not result in an
Adverse Rating Event with respect to any Class of Rated Certificates rated by
such Rating Agency and (if a Serviced Mortgage Loan Group is then serviced and
administered under this Agreement and includes one or more Serviced Non-Pooled
Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan
Securities are then outstanding) also will not result in an Adverse Rating Event
with respect to any class of related Non-Pooled Pari Passu Companion Loan
Securities, in each case as confirmed in writing to the Trustee, the Certificate
Administrator, the Tax Administrator and the Depositor by each applicable Rating
Agency) and an Advance Security Arrangement meeting the requirements of Section
8.15 has been established by the Trustee and is then currently being maintained.
In case at any time the Trustee, the Certificate Administrator or the Tax
Administrator shall cease to be eligible in accordance with the provisions of
this Section 8.06, the Trustee, the Certificate Administrator or the Tax
Administrator, as applicable, shall resign immediately in the manner and with
the effect specified in Section 8.07. The corporation, bank, trust company or
association serving as Trustee may have normal banking and trust relationships
with the Depositor, the Pooled Mortgage Loan Sellers, the Master Servicers, the
Special Servicers and their respective Affiliates; provided, however, that none
of (i) the Depositor, (ii) any Person involved in the organization or operation
of the Depositor or the Trust, (iii) a Master Servicer or Special Servicer
(except during any period when the Trustee has assumed the duties of such Master
Servicer or Special Servicer (as the case may be) pursuant to Section 7.02, (iv)
any Pooled Mortgage Loan Seller or (v) any Affiliate of any of them, may be the
Trustee hereunder.

          SECTION 8.07. Resignation and Removal of the Trustee, the Certificate
                        Administrator and the Tax Administrator.

          (a) The Trustee, the Certificate Administrator and the Tax
Administrator each may at any time resign and be discharged from their
respective obligations created hereunder by giving written notice thereof to the
other such parties, the Depositor, the Master Servicers, the Special Servicers,
the Rating Agencies and all the Certificateholders. Upon receiving such notice
of resignation, the Depositor shall promptly appoint a successor trustee,
certificate administrator or tax administrator, as the case may be, meeting the
eligibility requirements of Section 8.06 by written instrument, in duplicate,
which instrument shall be delivered to the resigning Trustee, Certificate
Administrator or Tax Administrator, as the case may be, and to the successor
trustee, certificate administrator or tax administrator, as the case may be. A
copy of such instrument shall be delivered to other parties hereto and to the
Certificateholders by the Depositor. If no successor trustee, certificate
administrator or tax administrator, as the case may be, shall have been so
appointed and have accepted appointment within 30 days after the giving of such
notice of resignation, the resigning Trustee, Certificate Administrator or Tax
Administrator, as the case may be, may petition any court of competent
jurisdiction for the appointment of a successor trustee, certificate
administrator or tax administrator, as the case may be.

          (b) If at any time the Trustee, the Certificate Administrator or the
Tax Administrator 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 a Master Servicer, or if at any time the Trustee, the Certificate
Administrator or the Tax Administrator shall become incapable of acting, or
shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the
Certificate Administrator or the Tax Administrator or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee,
the Certificate Administrator or the Tax Administrator or of its property or
affairs for the purpose


                                     -254-



of rehabilitation, conservation or liquidation, or if the Trustee's, Certificate
Administrator's or Tax Administrator's continuing to act in such capacity would
result in an Adverse Rating Event with respect to any Class of Rated
Certificates rated by a Rating Agency for the Rated Certificates, as confirmed
in writing to the Depositor by each applicable Rating Agency, then the Depositor
may (and, if it fails to do so within 10 Business Days, PAR or any successor
thereto as Master Servicer shall as soon as practicable) remove the Trustee, the
Certificate Administrator or the Tax Administrator, as the case may be, and
appoint a successor trustee, certificate administrator or tax administrator, as
the case may be, by written instrument, in duplicate, which instrument shall be
delivered to the Trustee, the Certificate Administrator or the Tax
Administrator, as the case may be, so removed and to the successor trustee,
certificate administrator or tax administrator, as the case may be. A copy of
such instrument shall be delivered to the other parties hereto and to the
Certificateholders by the Depositor.

          (c) The Holders of Certificates entitled to more than 50% of the
Voting Rights may at any time remove the Trustee, Certificate Administrator or
Tax Administrator and appoint a successor trustee, certificate administrator or
tax administrator, as the case may be, by written instrument or instruments
signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to the Depositor, one complete set
to the Trustee, Certificate Administrator or Tax Administrator, as the case may
be, so removed, and one complete set to the successor so appointed. All expenses
incurred by the Trustee in connection with its transfer of the Mortgages Files
to a successor trustee following the removal of the Trustee without cause
pursuant to this Section 8.07(c), shall be reimbursed to the removed Trustee
within 30 days of demand therefor, such reimbursement to be made by the
Certificateholders that terminated the Trustee. A copy of such instrument shall
be delivered to the other parties hereto and to the remaining Certificateholders
by the successor so appointed.

          (d) Any resignation or removal of the Trustee, the Certificate
Administrator or the Tax Administrator and appointment of a successor trustee,
certificate administrator or tax administrator, as the case may be, pursuant to
any of the provisions of this Section 8.07 shall not become effective until (i)
acceptance of appointment by the successor trustee, certificate administrator or
tax administrator, as the case may be, as provided in Section 8.08 and (ii) if
the successor trustee, certificate administrator or tax administrator, as the
case may be, does not have a long-term unsecured debt rating of at least "AA-"
from Fitch and "A+" from S&P and a short-term unsecured debt rating from each
Rating Agency of at least "F-1" in the case of Fitch and "A-1" in the case of
S&P, the Trustee and the Depositor have received written confirmation from each
Rating Agency for the Rated Certificates that has not so assigned such a rating,
to the effect that the appointment of such successor trustee, certificate
administrator or tax administrator, as the case may be, shall not result in an
Adverse Rating Event with respect to any Class of Rated Certificates rated by
such Rating Agency and (if a Serviced Mortgage Loan Group is then serviced and
administered under this Agreement and includes one or more Serviced Non-Pooled
Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan
Securities are then outstanding) also will not result in an Adverse Rating Event
with respect to any class of related Non-Pooled Pari Passu Companion Loan
Securities.

          SECTION 8.08. Successor Trustee, Certificate Administrator and Tax
                        Administrator.

          (a) Any successor trustee, certificate administrator or tax
administrator appointed as provided in Section 8.07 shall execute, acknowledge
and deliver to the Depositor, each Master Servicer, each Special Servicer and
its predecessor trustee, certificate administrator or tax administrator, as the
case may be, an instrument accepting such appointment hereunder, and thereupon
the resignation or removal of the predecessor trustee, certificate administrator
or tax administrator, as the case may be, shall become effective and such
successor trustee, certificate administrator or tax administrator, as the case
may be, without any further act, deed or conveyance, shall become fully vested
with all the rights, powers, duties and obligations of its predecessor
hereunder, with the like effect as if originally named as trustee, certificate
administrator or tax administrator herein. If the Trustee is being replaced, 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
shall become the agent of the successor trustee), and the Depositor, each Master
Servicer, each 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


                                     -255-



confirm in the successor trustee all such rights, powers, duties and
obligations, and to enable the successor trustee to perform its obligations
hereunder.

          (b) No successor trustee, certificate administrator or tax
administrator shall accept appointment as provided in this Section 8.08 unless
at the time of such acceptance such successor trustee, certificate administrator
or tax administrator, as the case may be, shall be eligible under the provisions
of Section 8.06.

          (c) Upon acceptance of appointment by a successor trustee, certificate
administrator or tax administrator as provided in this Section 8.08, such
successor trustee, certificate administrator or tax administrator, as the case
may be, shall mail notice of the succession of such trustee, certificate
administrator or tax administrator hereunder to the Depositor, the
Certificateholders and the other parties hereto.

          SECTION 8.09. Merger or Consolidation of the Trustee, the Certificate
                        Administrator or the Tax Administrator.

          Any entity into which the Trustee, Certificate Administrator or Tax
Administrator may be merged or converted or with which it may be consolidated or
any entity resulting from any merger, conversion or consolidation to which the
Trustee, Certificate Administrator or Tax Administrator shall be a party, or any
entity succeeding to the corporate trust business of the Trustee, Certificate
Administrator or Tax Administrator, shall be the successor of the Trustee,
Certificate Administrator or Tax Administrator, as the case may be, hereunder,
provided such entity shall be eligible under the provisions of Section 8.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

          SECTION 8.10. Appointment of Co-Trustee or Separate Trustee.

          (a) Notwithstanding any other provisions hereof, at any time, for the
purpose of meeting any legal requirements of any jurisdiction in which any part
of the Trust Fund or property securing the same may at the time be located, the
applicable Master Servicer and the Trustee acting jointly shall have the power
and shall execute and deliver all instruments to appoint one or more Persons
approved by the Trustee to act as co-trustee or co-trustees, jointly with the
Trustee, or separate trustee or separate trustees, of all or any part of the
Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of
this Section 8.10, such powers, duties, obligations, rights and trusts as the
applicable Master Servicer and the Trustee may consider necessary or desirable.
If the applicable Master Servicer shall not have joined in such appointment
within 15 days after the receipt by it of a request to do so, or in case an
Event of Default in respect of the applicable Master Servicer 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, 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.

          (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
when acting as a Master Servicer, Special Servicer, Certificate Administrator or
Tax Administrator 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


                                     -256-



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, at its own expense, appoint any Person with
appropriate experience as a document custodian to act as Custodian hereunder;
provided that, in the absence of any other Person appointed in accordance
herewith acting as Custodian, the Trustee agrees to act in such capacity in
accordance with the terms hereof. The appointment of a Custodian shall not
relieve the Trustee from such entity's obligations hereunder, and the Trustee
shall remain responsible for all acts and omissions of the Custodian. The
Custodian shall be subject to the same standards of care, limitations on
liability and rights to indemnity as the Trustee, and the provisions of Sections
8.01, 8.02, 8.03, 8.04, 8.05(b), 8.05(c), 8.05(d) and 8.05(e) shall apply to the
Custodian to the same extent that they apply to the Trustee. Any Custodian
appointed in accordance with this Section 8.11 may at any time resign by giving
at least 30 days' advance written notice of resignation to the Certificate
Administrator, the Trustee, each Master Servicer, each Special Servicer and the
Depositor. The Trustee may at any time terminate the agency of any Custodian
appointed in accordance with this Section 8.11 by giving written notice of
termination to such Custodian, with a copy to the Certificate Administrator,
each Master Servicer, each Special Servicer and the Depositor. Each Custodian
shall comply with the requirements for Trustees set forth in Section 8.06, shall
not be the Depositor, any Pooled Mortgage Loan Seller or any Affiliate of the
Depositor or any Pooled Mortgage Loan Seller, and shall have in place a fidelity
bond and errors and omissions policy, each in such form and amount as is
customarily required of custodians acting on behalf of Freddie Mac or Fannie
Mae.

          SECTION 8.12. Access to Certain Information.

          (a) The Trustee and the Custodian shall each afford to the Depositor,
the Underwriters, each Master Servicer, each Primary Servicer, each Special
Servicer, the Controlling Class Representative and each Rating Agency and to the
OTS, the FDIC and any other banking or insurance regulatory authority that may
exercise authority over any Certificateholder or Certificate Owner, access to
any documentation regarding the Pooled Mortgage Loans or the other assets of the
Trust Fund that are in its possession or within its control. Such access shall
be afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Trustee or the Custodian, as
the case may be, designated by it.

          (b) The Trustee (or, in the case of the items referenced in clause
(ix) below, the Custodian, or in the case of the items referenced in clauses
(i), (ii), (iii) and (viii), the Certificate Administrator, or in the case of
the items referenced in clause (xii), both the Certificate Administrator and the
Trustee) shall maintain at its offices or the offices of a Custodian and, upon
reasonable prior written request and during normal business hours, shall make
available, or cause to be made available, for review by the Depositor, the
Rating Agencies, the Certificate Administrator, the Custodian, the Controlling
Class Representative and, subject to the succeeding paragraph, any
Certificateholder, Certificate Owner or Person identified to the Trustee (or, in
the case of the items referenced in clause


                                     -257-



(ix) below, the Custodian, or in the case of the items referenced in clauses
(i), (ii), (iii) and (viii), the Certificate Administrator, or in the case of
the items referenced in clause (xi), both the Certificate Administrator and the
Trustee) as a prospective Transferee of a Certificate or an interest therein,
originals and/or copies of the following items (to the extent such items were
prepared by or delivered to the Trustee (or, in the case of the items referenced
in clause (ix) below, the Custodian, or in the case of the items referenced in
clauses (i), (ii), (iii) and (viii), the Certificate Administrator, or in the
case of the items referenced in clause (xi), both the Certificate Administrator
and the Trustee): (i) the Prospectus, the Private Placement Memorandum and any
other disclosure document relating to the Certificates, in the form most
recently provided to the Certificate Administrator by the Depositor or by any
Person designated by the Depositor; (ii) this Agreement, each Sub-Servicing
Agreement delivered to the Certificate Administrator since the Closing Date,
each Mortgage Loan Purchase Agreement, each Non-Trust Servicing Agreement and
any amendments and exhibits hereto or thereto; (iii) all Certificate
Administrator Reports and any files and reports comprising the CMSA Investor
Reporting Package actually delivered or otherwise made available to
Certificateholders pursuant to Section 4.02(a) since the Closing Date; (iv) all
Annual Performance Certifications delivered by the Master Servicers and/or the
Special Servicers to the Certificate Administrator and the Trustee since the
Closing Date and all comparable certifications delivered to the Trustee with
respect to comparable servicing parties under the Non-Trust Servicing Agreements
since the Closing Date; (v) all Annual Accountants' Reports caused to be
delivered by the Master Servicers and/or the Special Servicers, respectively, to
the Certificate Administrator and the Trustee since the Closing Date and all
comparable accountant's reports delivered to the Trustee with respect to
comparable servicing parties under the Non-Trust Servicing Agreements since the
Closing Date; (vi) the most recent inspection report prepared by a Master
Servicer or a Special Servicer and delivered to the Trustee in respect of each
Mortgaged Property pursuant to Section 3.12(a) (or, in the case of the Mortgaged
Property securing a Non-Trust-Serviced Pooled Mortgage Loan, prepared by the
comparable servicing party under the related Non-Trust Servicing Agreement and
delivered to the Trustee since the Closing Date); (vii) any and all notices and
reports delivered to the Trustee with respect to any Mortgaged Property as to
which the environmental testing contemplated by Section 3.09(c) revealed that
neither of the conditions set forth in clauses (i) and (ii) of the first
sentence thereof was satisfied; (viii) all files and reports comprising the CMSA
Investor Reporting Package delivered to the Certificate Administrator since the
Closing Date pursuant to Section 4.02(b); (ix) each of the Mortgage Files,
including any and all modifications, waivers and amendments of the terms of a
Mortgage Loan entered into or consented to by a Master Servicer or Special
Servicer and delivered to the Trustee or any Custodian pursuant to Section 3.20;
(x) any and all Officer's Certificates and other evidence delivered to or by the
Trustee to support its, a Master Servicer's or a Special Servicer's, as the case
may be, determination that any Advance was (or, if made, would be) a
Nonrecoverable Advance; (xi) to the extent not otherwise described in any of the
foregoing clauses (i) through (x), any and all reports, statements and other
written or electronic information relating to a Non-Trust-Serviced Pooled
Mortgage Loan, the related Mortgaged Property and/or the related Borrower, to
the extent such items were received by the applicable Master Servicer under this
Agreement or by any party to the related Non-Trust Servicing Agreement and (in
either case) delivered to the Trustee since the Closing Date; and (xii) any
other information that may be necessary to satisfy the requirements of
subsection (d)(4)(i) of Rule 144A under the Securities Act. The Certificate
Administrator, the Trustee or the Custodian, as applicable, shall provide, or
cause to be provided, copies of any and all of the foregoing items upon request
of any of the parties set forth in the previous sentence; however, except in the
case of the Rating Agencies and the Controlling Class Representative, the
Certificate Administrator or the Custodian shall be permitted to require payment
of a sum sufficient to cover the reasonable costs and expenses of providing such
copies.

          In connection with providing, or causing to be provided, access to or
copies of the items described in the preceding paragraph pursuant to this
Section 8.12(b), the Certificate Administrator, the Trustee or the Custodian, as
the case may be, shall require: (a) in the case of Certificateholders and
Certificate Owners, a written confirmation executed by the requesting Person
substantially in the form of Exhibit K-1 hereto (or such other form as may be
reasonably acceptable to the Certificate Administrator, the Trustee or the
Custodian, as the case may be) generally to the effect that such Person is a
Holder or Certificate Owner of Certificates and, subject to the last sentence of
this paragraph, will keep such information confidential (except that such
Certificateholder or Certificate Owner may provide such information to its
auditors, legal counsel and regulators and to any other Person that holds or is
contemplating the purchase of any Certificate or interest therein (provided that
such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (b)
in the case of a prospective purchaser of a Certificate or an interest therein,
confirmation executed by the requesting Person substantially in the form of
Exhibit K-2 hereto (or such other form as may be reasonably acceptable to the
Certificate Administrator, the Trustee or the Custodian, 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 for use in
evaluating a possible investment in Certificates and, subject to the last
sentence of this paragraph, will otherwise keep such information confidential.
Notwithstanding the foregoing, no


                                     -258-



Certificateholder, Certificate Owner or prospective Certificateholder or
Certificate Owner need keep confidential any information received from the
Certificate Administrator, the Trustee or the Custodian, as the case may be,
pursuant to this Section 8.12(b) that has previously been filed with the
Commission, and the Certificate Administrator, the Trustee or the Custodian, as
the case may be, shall not require either of the certifications contemplated by
the preceding sentence in connection with providing any information pursuant to
this Section 8.12(b) that has previously been filed with the Commission.

          (c) None of the Trustee, the Custodian or the Certificate
Administrator shall be liable for providing or disseminating information in
accordance with the terms of this Agreement.

          SECTION 8.13. Appointment of Fiscal Agent.

          (a) In order to satisfy the eligibility requirements of Section 8.06
(insofar as such requirements relate to ratings), the Trustee may appoint a
Fiscal Agent. Any Fiscal Agent shall at all times maintain a long-term unsecured
debt rating of no less than "AA-" from S&P (or "A+" from S&P, if such Fiscal
Agent's short-term unsecured debt rating is at least "A-1" by S&P) and "AA-"
from Fitch (or, in the case of either Rating Agency, such other rating as shall
not result in an Adverse Rating Event with respect to any Class of Certificates
rated by such Rating Agency, as confirmed in writing by such Rating Agency).

          (b) To the extent that the Trustee is required, pursuant to the terms
of this Agreement, to make any Advance, whether as successor master servicer or
otherwise, and has failed to do so in accordance with the terms hereof, any
Fiscal Agent appointed by the Trustee shall make such Advance as and when
required by the terms of this Agreement on behalf the Trustee as if such Fiscal
Agent were the Trustee hereunder. To the extent that a Fiscal Agent makes an
Advance pursuant to this Section 8.13(b) or otherwise pursuant to this
Agreement, the obligations of the Trustee under this Agreement in respect of
such Advance shall be satisfied.

          (c) Notwithstanding anything contained in this Agreement to the
contrary, any Fiscal Agent shall be entitled to all limitations on liability,
rights of reimbursement and indemnities that the Trustee is entitled to
hereunder as if it were the Trustee, except that all fees and expenses of any
Fiscal Agent (other than any interest owed to such Fiscal Agent in respect of
unreimbursed Advances) incurred by such Fiscal Agent in connection with the
transactions contemplated by this Agreement shall be borne by the Trustee, and
neither the Trustee nor such Fiscal Agent shall be entitled to reimbursement
therefor from any of the Trust Fund, the Depositor, either Master Servicer or
any Special Servicer.

          (d) The obligations of a Fiscal Agent set forth in this Section 8.13
or otherwise pursuant to this Agreement shall exist only for so long as the
Trustee that appointed it shall act as Trustee hereunder. A Fiscal Agent may
resign or be removed by the Trustee only if and when the existence of such
Fiscal Agent is no longer necessary for such Trustee to satisfy the eligibility
requirements of Section 8.06; provided that a Fiscal Agent shall be deemed to
have resigned at such time as the Trustee that appointed it resigns or is
removed as Trustee hereunder (in which case the responsibility for appointing a
successor Fiscal Agent shall belong to the successor Trustee, and which
appointment the successor Trustee shall use its best efforts to make, insofar as
such appointment is necessary for such successor Trustee to satisfy the
eligibility requirements of Section 8.06). Any successor fiscal agent so
appointed shall be required to execute and deliver to the other parties hereto a
written agreement to assume and perform the duties of a Fiscal Agent set forth
in this Agreement; provided that no such successor shall become Fiscal Agent
hereunder unless either (i) it satisfies the rating requirements of Section
8.13(a) or (ii) the Trustee shall have received written confirmation from each
Rating Agency that the succession of such proposed successor fiscal agent would
not, in and of itself, result in an Adverse Rating Event with respect to any
Class of Certificates.

          (e) The Trustee shall promptly notify the other parties hereto, the
Certificateholders and the Serviced Non-Pooled Mortgage Loan Noteholders in
writing of the appointment, resignation or removal of any Fiscal Agent.


                                     -259-



          SECTION 8.14. Representations and Warranties of any Fiscal Agent.

          (a) Any Fiscal Agent shall hereby represent and warrant to each of the
other parties hereto and for the benefit of the Certificateholders and the
Serviced Non-Pooled Mortgage Loan Noteholders, as of the date of its
appointment, that:

               (i) Such Fiscal Agent is a legal entity duly organized, validly
     existing and in good standing under the laws of the jurisdiction of its
     organization.

               (ii) The execution and delivery of this Agreement by such Fiscal
     Agent, and the performance and compliance with the terms of this Agreement
     by such Fiscal Agent, will not violate such Fiscal Agent's organizational
     documents or constitute a default (or an event which, with notice or lapse
     of time, or both, would constitute a default) under, or result in a
     material breach of, any material agreement or other material instrument to
     which it is a party or by which it is bound, which default, in such Fiscal
     Agent's good faith and reasonable judgment, is likely to materially and
     adversely affect the ability of such Fiscal Agent to perform its
     obligations under this Agreement.

               (iii) Such 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 such Fiscal Agent, enforceable against such
     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 (B) general principles
     of equity, regardless of whether such enforcement is considered in a
     proceeding in equity or at law.

               (v) Such 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 such Fiscal Agent's good faith and reasonable judgment, is
     likely to affect materially and adversely the ability of such Fiscal Agent
     to perform its obligations under this Agreement.

               (vi) No consent, approval, authorization or order of any state or
     federal court or governmental agency or body is required for the
     consummation by such Fiscal Agent of the transactions contemplated herein,
     except for those consents, approvals, authorizations or orders that
     previously have been obtained.

               (vii) No litigation is pending or, to the best of such Fiscal
     Agent's knowledge, threatened against such Fiscal Agent that, if determined
     adversely to such Fiscal Agent, would prohibit such Fiscal Agent from
     entering into this Agreement or that, in such Fiscal Agent's good faith and
     reasonable judgment, is likely to materially and adversely affect the
     ability of such Fiscal Agent to perform its obligations under this
     Agreement.

          (b) The representations and warranties of any Fiscal Agent set forth
in Section 8.14(a) shall survive the execution and delivery of this Agreement
and shall inure to the benefit of the Persons for whose benefit they were made
for so long as the Trust remains in existence. Upon discovery by any party
hereto of any breach of any of such representations and warranties, which
materially and adversely affects the interests of the Certificateholders or any
party hereto, the party discovering such breach shall given prompt written
notice to the other parties hereto.

          (c) Any successor Fiscal Agent shall be deemed to have made, as of the
date of its succession, each of the representations and warranties set forth in
Section 8.14(a).


                                     -260-



          SECTION 8.15. Advance Security Arrangement.

          Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may, at is own expense with the
approval of the Depositor, arrange for the pledging of collateral, the
establishment of a reserve fund or the delivery of a letter of credit, surety
bond or other comparable instrument or for any other security or financial
arrangement not contemplated by Section 8.13 (any or all of the foregoing,
individually and collectively, an "Advance Security Arrangement") for purposes
of supporting its back-up advancing obligations hereunder; provided that any
Advance Security Arrangement shall be in such form and amount, and shall be
maintained in such manner, as (i) would permit the Trustee to act in such
capacity without an Adverse Rating Event in respect of any Class of Rated
Certificates and (if a Serviced Mortgage Loan Group is then serviced and
administered under this Agreement and includes one or more Serviced Non-Pooled
Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan
Securities are then outstanding) also without an Adverse Rating Event with
respect to any class of related Non-Pooled Pari Passu Companion Loan Securities,
in each case as confirmed in writing to the Trustee and the Depositor by each
applicable Rating Agency, and (ii) would not result in an Adverse REMIC Event or
an Adverse Grantor Trust Event (as evidenced by an Opinion of Counsel addressed
and delivered to the Trustee, the Depositor and the Tax Administrator). The
Trustee may terminate any Advance Security Arrangement established by it only if
and when (i) the existence of such Advance Security Arrangement is no longer
necessary for the Trustee to satisfy the eligibility requirements of Section
8.06 or (ii) when such Trustee resigns or is removed as Trustee hereunder.


                                     -261-



                                   ARTICLE IX

                                   TERMINATION

          SECTION 9.01. Termination Upon Repurchase or Liquidation of All Pooled
                        Mortgage Loans.

          (a) Subject to Section 9.02 and the purchase right of the South Bay
Galleria Non-Pooled Subordinate Noteholder contained in the South Bay Galleria
Intercreditor Agreement with respect to the South Bay Galleria Pooled Mortgage
Loan, the Trust and the respective obligations and responsibilities under this
Agreement of the parties hereto (other than the obligations of the Certificate
Administrator 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 the Certificate Administrator 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 any single
Controlling Class Certificateholder or group of Controlling Class
Certificateholders, one or both of the Master Servicers or the General Special
Servicer (whose respective rights to effect such a purchase shall be subject to
the priorities and conditions set forth in subsection (b)) of all Pooled
Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Mortgage Loan Group, the beneficial interest of the Trust Fund in
such REO Property) remaining in the Trust Fund at a price (the "Termination
Price") equal to (A) the aggregate Purchase Price of all the Pooled Mortgage
Loans remaining in the Trust Fund (exclusive of any REO Pooled Mortgage
Loan(s)), plus (B) the appraised value of each REO Property (or, in the case of
any REO Property related to any Mortgage Loan Group, the beneficial interest of
the Trust Fund in such REO Property), if any, included in the Trust Fund, such
appraisal for such REO Property to be conducted by a Qualified Appraiser
selected by the General Special Servicer and approved by the Certificate
Administrator and the applicable Master Servicer, minus (C) if the purchaser is
a Master Servicer or the General Special Servicer, the aggregate amount of
unreimbursed Advances made by such Person, together with any unpaid Advance
Interest in respect of such unreimbursed Advances and any unpaid servicing
compensation payable to such Person (which items shall be deemed to have been
paid or reimbursed to such Master Servicer or the General Special Servicer, as
the case may be, in connection with such purchase); (ii) the exchange by the
Sole Certificateholder(s) of all the Certificates for all Pooled Mortgage Loans
and each REO Property (or, in the case of any REO Property related to any
Mortgage Loan Group, the beneficial interest of the Trust Fund in such REO
Property) remaining in the Trust Fund; and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Pooled Mortgage
Loan or REO Property remaining in the Trust Fund; provided, however, that in no
event shall the Trust 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.

          (b) Any single Controlling Class Certificateholder or group of
Controlling Class Certificateholders, PAR (or its successor) as a Master
Servicer, WFB (or its successor) as a Master Servicer or the General Special
Servicer, in that order of preference, may at its option elect to purchase all
the Pooled Mortgage Loans and each REO Property (or, in the case of any REO
Property related to any Mortgage Loan Group, the beneficial interest of the
Trust Fund in such REO Property) remaining in the Trust Fund as contemplated by
clause (i) of Section 9.01(a) by giving written notice to the other parties
hereto (and, in the case of an election by a Master Servicer or the General
Special Servicer, to the Holders of the Controlling Class) no later than 60 days
prior to the anticipated date of purchase; provided, however, that:

          (A)  the aggregate Stated Principal Balance of the Mortgage Pool at
               the time of such election is 1.0% or less of the Initial Pool
               Balance;

          (B)  within 30 days after written notice of such election is so given,
               no Person with a higher right of priority to make such an
               election does so;

          (C)  if more than one Controlling Class Certificateholder or group of
               Controlling Class Certificateholders desire to purchase all of
               the Pooled Mortgage Loans and any REO Properties remaining in the
               Trust Fund, preference shall be given to the Controlling Class
               Certificateholder


                                     -262-



               or group of Controlling Class Certificateholders with the largest
               Percentage Interest in the Controlling Class; and

          (D)  if a Master Servicer makes such an election, then the other
               Master Servicer will have the option, by giving written notice to
               the other parties hereto and to the Holders of the Controlling
               Class no later than 30 days prior to the anticipated date of
               purchase, to purchase all of the Pooled Mortgage Loans and
               related REO Properties (or, in the case of any REO Property
               related to any Mortgage Loan Group, the beneficial interest of
               the Trust Fund in such REO Property) remaining in the Trust Fund
               for which it is the applicable Master Servicer.

          If the Trust is to be terminated in connection with the purchase of
all the Pooled Mortgage Loans and each REO Property (or, in the case of any REO
Property related to any Mortgage Loan Group, the beneficial interest of the
Trust Fund in such REO Property) remaining in the Trust Fund by any Controlling
Class Certificateholder(s), one or both of the Master Servicers or the General
Special Servicer, such Person(s) shall: (i) deposit, or deliver to the Master
Servicers for deposit, in the respective Collection Accounts (after the
Determination Date, and prior to the Master Servicer Remittance Date, relating
to the anticipated Final Distribution Date) an amount in immediately available
funds equal to the Termination Price (the portion thereof allocable to all such
Pooled Mortgage Loans and related REO Properties, other than those for which a
Master Servicer exercises its option under clause (D) above, to be deposited in
the other Master Servicer's Collection Account and the portion thereof allocable
to those for which a Master Servicer exercises its option under clause (D) above
to be deposited in the such Master Servicer's Collection Account); and (ii)
shall reimburse all of the parties hereto (other than itself, if applicable) for
all reasonable out-of-pocket costs and expenses incurred by such parties in
connection with such purchase. On the Master Servicer Remittance Date for the
Final Distribution Date, each Master Servicer shall transfer to the Distribution
Account all amounts required to be transferred by it to such account on such
Master Servicer Remittance Date from such Master Servicer's Collection Account
pursuant to the first paragraph of Section 3.04(b), together with any other
amounts on deposit in such Collection Account that would otherwise be held for
future distribution. Upon confirmation that such deposits and reimbursements
have been made, the Trustee shall release or cause to be released to the
purchasing party (or its designee) the Mortgage Files for the remaining Pooled
Mortgage Loans and shall execute all assignments, endorsements and other
instruments furnished to it by the purchasing party as shall be necessary to
effectuate transfer of the remaining Pooled Mortgage Loans and REO Properties to
the purchasing party (or its designee).

          Following the date on which the aggregate Certificate Principal
Balance of the Class A-1, Class A-2, Class A-3, Class A-AB, Class A-4, Class
A-1A, Class A-M, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G
and Class H Certificates is reduced to zero, the Sole Certificateholder(s) shall
have the right to exchange all of the Certificates for all of the Pooled
Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Mortgage Loan Group, the beneficial interest of the Trust Fund in
such REO Property) remaining in the Trust Fund as contemplated by clause (ii) of
Section 9.01(a) by giving written notice to all the parties hereto no later than
60 days prior to the anticipated date of exchange. In the event that the Sole
Certificateholder(s) elect(s) to exchange all of the Certificates for all of the
Pooled Mortgage Loans and each REO Property remaining in the Trust Fund in
accordance with the preceding sentence, such Sole Certificateholder(s), not
later than the Business Day prior to the Distribution Date on which the final
distribution on the Certificates is to occur, shall deposit in each Collection
Account an amount in immediately available funds equal to all amounts then due
and owing to the Depositor, each Master Servicer, each Primary Servicer, each
Special Servicer, the Certificate Administrator, the Tax Administrator and/or
the Trustee hereunder (and their respective agents) that may be withdrawn from
such Collection Account, pursuant to Section 3.05(a), or (without duplication
between the Collection Accounts) that may be withdrawn from the Distribution
Account, pursuant to Section 3.05(b), but only to the extent that such amounts
are not already on deposit in such Collection Account. In addition, each Master
Servicer shall transfer to the Distribution Account all amounts required to be
transferred by it to such account on such Master Servicer Remittance Date from
such Master Servicer's Collection Account pursuant to the first paragraph of
Section 3.04(b). Upon confirmation that such final deposits have been made and
following the surrender of all the Certificates on the Final Distribution Date,
the Trustee shall release or cause to be released to the Sole
Certificateholder(s) (or any designee thereof), the Mortgage Files for the
remaining Pooled Mortgage Loans and shall execute all assignments, endorsements
and other instruments furnished to it by the Sole Certificateholder(s) as shall
be


                                     -263-



necessary to effectuate transfer of the remaining Pooled Mortgage Loans and REO
Properties to the Sole Certificateholder(s) (or any designee thereof). For
federal income tax purposes, such surrender and release shall be treated as a
purchase of such Mortgage Loans and REO Properties for an amount of cash equal
to all amounts due in respect thereof after the distribution of amounts
remaining in the Distribution Account, and a crediting of such amounts as a
final distribution on all REMIC I Regular Interests, REMIC II Regular Interests
and REMIC III Certificates.

          (c) Notice of any termination shall be given promptly by the
Certificate Administrator by letter to Certificateholders mailed (x) if such
notice is given in connection with the purchase of all the Pooled Mortgage Loans
and each REO Property remaining in the Trust Fund by one or both of the Master
Servicers, the General Special Servicer and/or any Controlling Class
Certificateholder(s), 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 and (y) otherwise during the month of such final distribution on or
before the Master Servicer Remittance Date in such month, in any event
specifying (i) the Distribution Date upon which the Trust Fund will terminate
and final payment on the Certificates will be made, (ii) the amount of any such
final payment in respect of each Class of Certificates 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
office or agency of the Certificate Administrator therein designated. The
Certificate Administrator shall give such notice to the other parties hereto at
the time such notice is given to Certificateholders.

          (d) Upon presentation and surrender of the Certificates by the
Certificateholders on the Final Distribution Date, the Certificate Administrator
shall distribute to each Certificateholder so presenting and surrendering its
Certificates such Certificateholder's Percentage Interest of that portion of the
amounts on deposit in the Distribution Account that is allocable to payments on
the relevant Class in accordance with Section 4.01. Any funds not distributed to
any Holder or Holders of Certificates of any Class on the Final 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 9.01 shall not have been surrendered for cancellation within six months
after the time specified in such notice, the Certificate Administrator 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
Certificate Administrator, directly or through an agent, shall take such
reasonable steps to contact the remaining non-tendering Certificateholders
concerning the surrender of their Certificates as it shall deem appropriate. The
costs and expenses of holding such funds in trust and of contacting such
Certificateholders following the first anniversary of the delivery of such
second notice to the non-tendering Certificateholders shall be paid out of such
funds. No interest shall accrue or be payable to any former Holder on any amount
held in trust hereunder. If by the second anniversary of the delivery of such
second notice, all of the Certificates shall not have been surrendered for
cancellation, then, subject to applicable escheat laws, the Certificate
Administrator shall distribute to the Class R Certificateholders all unclaimed
funds and other assets which remain subject hereto.

          SECTION 9.02. Additional Termination Requirements.

          (a) If any Controlling Class Certificateholder(s), one or both of the
Master Servicers, and/or the General Special Servicer purchase(s), or the Sole
Certificateholder(s) exchange(s) all of the Certificates for, all the Pooled
Mortgage Loans and each REO Property (or, in the case of any REO Property
related to any Mortgage Loan Group, the beneficial interest of the Trust Fund in
such REO Property) remaining in the Trust Fund as provided in Section 9.01, the
Trust and each REMIC Pool shall be terminated in accordance with the following
additional requirements, unless the purchasing party obtains at its own expense
and delivers to the Trustee and the Certificate Administrator an Opinion of
Counsel, addressed to the Trustee and the Certificate Administrator, to the
effect that the failure of the Trust to comply with the requirements of this
Section 9.02 will not result in an Adverse REMIC Event with respect to any REMIC
Pool:

                    (i) the Certificate Administrator shall specify the first
          day in the 90-day liquidation period in a statement attached to the
          final Tax Return for each REMIC Pool, 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


                                     -264-



          regulations thereunder (as evidenced by an Opinion of Counsel to such
          effect delivered on behalf and at the expense of the purchasing
          party);

                    (ii) during such 90-day liquidation period and at or prior
          to the time of making the final payment on the Certificates, the
          Certificate Administrator shall sell or otherwise transfer all the
          Pooled Mortgage Loans and each REO Property remaining in the Trust
          Fund to the relevant Master Servicer(s), the General Special Servicer,
          the applicable Controlling Class Certificateholder(s) or the Sole
          Certificateholder(s), as the case may be, in exchange for cash and/or
          Certificates in accordance with Section 9.01; and

                    (iii) at the time of the final payment on the Certificates,
          the Certificate Administrator shall distribute or credit, or cause to
          be distributed or credited, to the Holders of the Certificates in
          accordance with Section 4.01 all remaining cash on hand (other than
          cash retained to meet claims), and each REMIC Pool shall terminate at
          that time.

          (b) By their acceptance of Certificates, the Holders of the
Certificates hereby authorize the Trustee to prepare and adopt, on behalf of the
Trust, a plan of complete liquidation of each REMIC Pool in the form of the
notice of termination provided for in Section 9.01(c) and in accordance with the
terms and conditions of this Agreement, which authorization shall be binding
upon all successor Certificateholders.


                                     -265-



                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS

          SECTION 10.01. Tax Administration.

          (a) The Trustee shall elect to treat each REMIC Pool as a REMIC under
the Code and, if necessary, under Applicable State Law. Each such election will
be made on IRS Form 1066 or other appropriate federal tax or information return
or any appropriate state Tax Returns for the taxable year ending on the last day
of the calendar year in which the Certificates are issued. The Tax Administrator
shall prepare or cause to be prepared, submit to the Trustee for execution and
file each such IRS Form 1066, other appropriate federal tax or information
return or appropriate state Tax Return pursuant to subsection (c).

          (b) The Holder of Certificates evidencing the largest Percentage
Interest in the Class R Certificates is hereby designated as the Tax Matters
Person of each REMIC Pool and, in such capacity, shall be responsible to act on
behalf of such REMIC Pool in relation to any tax matter or controversy, to
represent such REMIC Pool in any administrative or judicial proceeding relating
to an examination or audit by any governmental taxing authority, to request an
administrative adjustment as to any taxable year of such REMIC Pool, to enter
into settlement agreements with any governmental taxing agency with respect to
such REMIC Pool, to extend any statute of limitations relating to any tax item
of such REMIC Pool and otherwise to act on behalf of such REMIC Pool in relation
to any tax matter or controversy involving such REMIC Pool; provided that the
Tax Administrator is hereby irrevocably appointed and agrees to act (in
consultation with the Tax Matters Person for each REMIC Pool) as agent and
attorney-in-fact for the Tax Matters Person for each REMIC Pool in the
performance of its duties as such. The legal expenses and costs of any action
described in this Section 10.01(b) and any liability resulting therefrom shall
be expenses, costs and liabilities of the Trust payable out of amounts on
deposit in the Distribution Account as provided by Section 3.05(b) unless such
legal expenses and costs are incurred by reason of a Tax Matters Person's or the
Tax Administrator's misfeasance, bad faith or negligence in the performance of,
or such Person's reckless disregard of, its obligations or are expressly
provided by this Agreement to be borne by any party hereto.

          (c) The Tax Administrator shall prepare or cause to be prepared,
submit to the Trustee for execution and file all of the Tax Returns in respect
of each REMIC Pool (other than Tax Returns required to be filed by a Master
Servicer pursuant to Section 3.09(g)) and all of the applicable income tax and
other information returns for each Grantor Trust Pool. The expenses of preparing
and filing such returns shall be borne by the Tax Administrator without any
right of reimbursement therefor.

          (d) The Tax Administrator shall perform on behalf of each REMIC Pool
all reporting and other tax compliance duties that are the responsibility of
such REMIC Pool under the Code, the REMIC Provisions or other compliance
guidance issued by the IRS or any state or local taxing authority. Included
among such duties, the Tax Administrator shall provide: (i) to any Transferor of
a Class R Certificate, such information as is necessary for the application of
any tax relating to the transfer of a Class R Certificate to any Person who is
not a Permitted Transferee; (ii) to the Certificateholders, such information or
reports as are required by the Code or the REMIC Provisions, including reports
relating to interest, original issue discount and market discount or premium
(using the Prepayment Assumption as required); and (iii) to the IRS, the name,
title, address and telephone number of the Person who will serve as the
representative of each REMIC Pool.

          (e) The Trustee and the Tax Administrator shall take such action and
shall cause each REMIC Pool to take such action as shall be necessary to create
or maintain the status thereof as a REMIC under the REMIC Provisions (and the
other parties hereto shall assist them, to the extent reasonably requested by
the Trustee or the Tax Administrator), to the extent that the Trustee or the Tax
Administrator, as applicable, has actual knowledge that any particular action is
required; provided that the Trustee and the Tax Administrator shall be deemed to
have knowledge of relevant tax laws. The Trustee or the Tax Administrator, as
applicable, shall not knowingly take or fail to take any action, or cause any


                                     -266-



REMIC Pool to take or fail to take any action, that under the REMIC Provisions,
if taken or not taken, as the case may be, could result in an Adverse REMIC
Event in respect of any REMIC Pool or an Adverse Grantor Trust Event with
respect to any Grantor Trust Pool, unless the Trustee or the Tax Administrator,
as applicable, has received an Opinion of Counsel to the effect that the
contemplated action or non-action, as the case may be, will not result in an
Adverse REMIC Event or an Adverse Grantor Trust Event. None of the other parties
hereto shall take or fail to take any action (whether or not authorized
hereunder) as to which the Trustee or the Tax Administrator, as applicable, has
advised it in writing that it has received an Opinion of Counsel to the effect
that an Adverse REMIC Event or an Adverse Grantor Trust Event could occur with
respect to such action. In addition, prior to taking any action with respect to
any REMIC Pool or the assets thereof, or causing any REMIC Pool to take any
action, which is not contemplated by the terms of this Agreement, each of the
other parties hereto will consult with the Tax Administrator, in writing, with
respect to whether such action could cause an Adverse REMIC Event or an Adverse
Grantor Trust Event to occur, and no such other party shall take any such action
or cause any REMIC Pool to take any such action as to which the Tax
Administrator has advised it in writing that an Adverse REMIC Event or an
Adverse Grantor Trust Event could occur. The Tax Administrator may consult with
counsel to make such written advice, and the cost of same shall be borne by the
party seeking to take the action not permitted by this Agreement (and in no
event by the Trust Fund or the Tax Administrator).

          (f) If any tax is imposed on any REMIC Pool, including "prohibited
transactions" taxes as defined in Section 860F(a)(2) of the Code, any tax on
"net income from foreclosure property" as defined in Section 860G(c) of the
Code, any taxes on contributions to any REMIC Pool after the Startup Day
pursuant to Section 860G(d) of the Code, and any other tax imposed by the Code
or any applicable provisions of state or local tax laws (other than any tax
permitted to be incurred by the Special Servicer pursuant to Section 3.17(a)),
then such tax, together with all incidental costs and expenses (including
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Trustee, if such tax arises out of or results from a breach of any of its
obligations under Article IV, Article VIII or this Section 10.01; (ii) the
Certificate Administrator, if such tax arises out of or results from a breach by
the Certificate Administrator of any of its obligations under Article IV,
Article VIII or this Section 10.01 (which breach constitutes negligence, bad
faith or willful misconduct); (iii) the Tax Administrator, if such tax arises
out of or results from a breach by the Tax Administrator of any of its
obligations under Article IV, Article VIII or this Section 10.01 (which breach
constitutes negligence, bad faith or willful misconduct); (iv) the applicable
Master Servicer, if such tax arises out of or results from a breach by such
Master Servicer of any of its obligations under Article III or this Section
10.01; (v) the applicable Special Servicer, if such tax arises out of or results
from a breach by such Special Servicer of any of its obligations under Article
III or this Section 10.01; or (vi) the Trust, out of the Trust Fund (exclusive
of the Grantor Trust Pools), in all other instances. If any tax is imposed on
any Grantor Trust Pool, such tax, together with all incidental costs and
expenses (including, without limitation, penalties and reasonable attorneys'
fees), shall be charged to and paid by: (i) the applicable Special Servicer, if
such tax arises out of or results from a breach by such Special Servicer of any
of its obligations under Article III or this Section 10.01; (ii) the applicable
Master Servicer, if such tax arises out of or results from a breach by such
Master Servicer of any of its obligations under Article III or this Section
10.01; (iii) the Trustee, if such tax arises out of or results from a breach by
the Trustee of any of its obligations under Article IV, Article VIII or this
Section 10.01; (iv) the Certificate Administrator, if such tax arises out of or
results from a breach by the Certificate Administrator of any of its obligations
under Article IV, Article VIII or this Section 10.01 (which breach constitutes
negligence, bad faith or willful misconduct); (v) the Tax Administrator, if such
tax arises out of or results from a breach by the Tax Administrator of any of
its obligations under Article IV, Article VIII or this Section 10.01 (which
breach constitutes negligence, bad faith or willful misconduct); or (iv) the
Trust, out of the portion of the Trust Fund constituting such Grantor Trust
Pool, in all other instances. Consistent with the foregoing, any tax permitted
to be incurred by a Special Servicer pursuant to Section 3.17(a) shall be
charged to and paid by the Trust. Any such amounts payable by the Trust in
respect of taxes shall be paid by the Trustee out of amounts on deposit in the
Distribution Account.

          (g) The Tax Administrator shall, for federal income tax purposes,
maintain books and records with respect to each REMIC Pool and Grantor Trust
Pool on a calendar year and an accrual basis.

          (h) Following the Startup Day for each REMIC Pool, the Trustee shall
not (except as contemplated by Section 2.03) accept any contributions of assets
to any REMIC Pool unless it shall have received an Opinion of Counsel (at the
expense of the party seeking to cause such contribution and in no event at the
expense of the Trust Fund or


                                     -267-



the Trustee) to the effect that the inclusion of such assets in such REMIC Pool
will not result in an Adverse REMIC Event in respect of such REMIC Pool or an
Adverse Grantor Trust Event with respect to any Grantor Trust Pool.

          (i) None of the Master Servicers, the Special Servicers or the Trustee
shall consent to or, to the extent it is within the control of such Person,
permit: (i) the sale or disposition of any Pooled Mortgage Loan (except in
connection with (A) a Breach or Document Defect regarding any Pooled Mortgage
Loan, (B) the foreclosure, default or reasonably foreseeable material default of
a Pooled Mortgage Loan, including the sale or other disposition of a Mortgaged
Property acquired by foreclosure, deed in lieu of foreclosure or otherwise, (C)
the bankruptcy of any REMIC Pool, or (D) the termination of the Trust pursuant
to Article IX of this Agreement); (ii) the sale or disposition of any
investments in any Investment Account for gain; or (iii) the acquisition of any
assets for the Trust (other than a Mortgaged Property acquired through
foreclosure, deed in lieu of foreclosure or otherwise in respect of a defaulted
Pooled Mortgage Loan, other than a Replacement Pooled Mortgage Loan substituted
for a Deleted Pooled Mortgage Loan and other than Permitted Investments acquired
in connection with the investment of funds in an Account or an interest in a
single member limited liability company, as provided in Section 3.16); in any
event unless it has received an Opinion of Counsel (at the expense of the party
seeking to cause such sale, disposition, or acquisition and in no event at the
expense of the Trust Fund or the Trustee) to the effect that such sale,
disposition, or acquisition will not result in an Adverse REMIC Event in respect
of any REMIC Pool or an Adverse Grantor Trust Event with respect to any Grantor
Trust Pool.

          (j) Except as otherwise permitted by Section 3.17(a), none of the
Master Servicers, the Special Servicers or the Trustee shall enter into any
arrangement by which any REMIC Pool will receive a fee or other compensation for
services or, to the extent it is within the control of such Person, permit any
REMIC Pool to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code. At all times as may be required by the Code,
each of the respective parties hereto (to the extent it is within its control)
shall take necessary actions within the scope of its responsibilities as more
specifically set forth in this Agreement such that it does not cause
substantially all of the assets of each REMIC Pool to fail to consist of
"qualified mortgages" as defined in Section 860G(a)(3) of the Code and
"permitted investments" as defined in Section 860G(a)(5) of the Code.

          (k) Within 30 days after the related Startup Day, the Tax
Administrator shall obtain an identification number by filing IRS Form SS-4 with
the IRS for each REMIC Pool and prepare and file with the IRS, with respect to
each REMIC Pool, IRS Form 8811 "Information Return for Real Estate Mortgage
Investment Conduits (REMICs) and Issuers of Collateralized Debt Obligations".

          (l) The parties intend that the portion of the Trust Fund consisting
of Post-ARD Additional Interest on the ARD Mortgage Loans in the Mortgage Pool
and any successor REO Pooled Mortgage Loans with respect thereto and the Class V
Sub-Account shall constitute, and that the affairs of such portion of the Trust
Fund shall be conducted so as to qualify as, a Grantor Trust, and the provisions
hereof shall be interpreted consistently with this intention. In addition, the
parties intend that the portion of the Trust Fund consisting of the REMIC I
Residual Interest, the REMIC II Residual Interest and the REMIC III Residual
Interest shall constitute, and the affairs of such portion of the Trust Fund
shall be conducted so as to qualify as, a Grantor Trust, and the provisions
hereof shall be interpreted consistently with this intention. The Tax
Administrator shall also perform on behalf of each Grantor Trust Pool all
reporting and other tax compliance duties that are the responsibility of such
Grantor Trust Pool under the Code or any compliance guidance issued by the IRS
or any state or local taxing authorities. The expenses of preparing and filing
such returns shall be borne by the Tax Administrator.

          SECTION 10.02. The Depositor, the Master Servicers and the Special
                         Servicers to Cooperate with the Tax Administrator.

          (a) The Depositor shall provide or cause to be provided to the Tax
Administrator, within ten days after the Closing Date, all information or data
that the Tax Administrator reasonably determines to be relevant for tax purposes
as to the valuations and issue prices of the Certificates, including the price,
yield, prepayment assumption and projected cash flow of the Certificates.


                                     -268-



          (b) Each of the Master Servicers and the Special Servicers shall
furnish such reports, certifications and information in its possession, and
access to such books and records maintained thereby, as may relate to the
Certificates or the Trust Fund and as shall be reasonably requested by the Tax
Administrator in order to enable it to perform its duties under this Article X.


                                     -269-



                                   ARTICLE XI

               EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

          SECTION 11.01. Intent of the Parties; Reasonableness.

          Except with respect to Section 11.11, Section 11.12 and Section 11.13,
the parties hereto acknowledge and agree that the purpose of Article XI of this
Agreement is to facilitate compliance by the Depositor with the provisions of
Regulation AB and related rules and regulations of the Commission. Neither the
Depositor nor either Master Servicer shall exercise its rights to request
delivery of information or other performance under these provisions other than
in good faith, or (except with respect to Section 11.11, Section 11.12 or
Section 11.13) for purposes other than compliance with the Securities Act, the
Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and
regulations of the Commission thereunder. The parties hereto acknowledge that
interpretations of the requirements of Regulation AB may change over time,
whether due to interpretive guidance provided by the Commission or its staff,
consensus among participants in the asset-backed securities markets, advice of
counsel, or otherwise, and agree to comply with requests made by the Depositor
or the Master Servicers in good faith for delivery of information under these
provisions on the basis of evolving interpretations of the requirements of
Regulation AB. In connection with the Bear Stearns Commercial Mortgage
Securities Inc., Series 2006-PWR14 transaction, each of the Master Servicers,
the Special Servicers, the Primary Servicers, the Trustee and the Certificate
Administrator shall cooperate fully with the good faith requests of the
Depositor and the Master Servicers, as applicable, to deliver or make available
to the Depositor or the Master Servicers, as applicable (including any of their
assignees or designees), any and all statements, reports, certifications,
records and any other information in its possession and necessary in the good
faith determination of the Depositor or the Master Servicers, as applicable, to
permit the Depositor to comply with the provisions of Regulation AB, together
with such disclosure relating to such Master Servicer, such Special Servicer,
such Primary Servicer, the Trustee and the Certificate Administrator, as
applicable, and any Sub-Servicer, or the Servicing of the Mortgage Loans,
reasonably believed by the Depositor or the Master Servicers, as applicable, to
be necessary in order to effect such compliance. For the avoidance of doubt,
none of the Master Servicers, the Primary Servicers or the Special Servicers is
responsible to make filings with the Commission.

          SECTION 11.02. [Reserved.]

          SECTION 11.03. Information to be Provided by the Master Servicers, the
                         Special Servicers, the Primary Servicers and the
                         Certificate Administrator.

          (a) For so long as the Trust, and with respect to any Serviced
Non-Pooled Pari Passu Companion Loan that is deposited into another commercial
mortgage loan securitization transaction (an "Other Securitization"), such Other
Securitization, is subject to the reporting requirements of the Exchange Act, as
promptly as practicable following written notice to or discovery of such
information by a Master Servicer, a Special Servicer, a Primary Servicer, the
Trustee or the Certificate Administrator, in each case as to itself, such person
shall provide (and, each Master Servicer, each Special Servicer, each Primary
Servicer and the Certificate Administrator as applicable, shall (a) use
reasonable efforts to cause each Sub-Servicer (other than any party or signatory
to this Agreement or Nationwide as the primary servicer under the Nationwide
Primary Servicing Agreement) with which it has entered into a servicing
relationship on or prior to the Closing Date with respect to the Mortgage Loans
and (b) cause each Sub-Servicer (other than any party or signatory to this
Agreement or Nationwide as the primary servicer under the Nationwide Primary
Servicing Agreement) with which it has entered into a servicing relationship
after the Closing Date with respect to the Mortgage Loans, to provide) to the
Depositor (in writing and in form and substance reasonably satisfactory to the
Depositor) the information specified in paragraph (b) of this Section 11.03.

          (b) For so long as the Trust, and with respect to any Serviced
Non-Pooled Pari Passu Companion Loan that is deposited into an Other
Securitization, such Other Securitization, is subject to the reporting
requirements of the Exchange Act, the applicable Master Servicer, the applicable
Special Servicer, the applicable Primary Servicer, the


                                     -270-



Trustee and the Certificate Administrator shall (and each of the applicable
Master Servicer, the applicable Special Servicer, the applicable Primary
Servicer, the Trustee and the Certificate Administrator, as applicable, shall
(a) use reasonable efforts to cause each Sub-Servicer (other than any party or
signatory to this Agreement or Nationwide as the primary servicer under the
Nationwide Primary Servicing Agreement) with which it has entered into a
servicing relationship on or prior to the Closing Date with respect to the
Mortgage Loans and (b) cause each Sub-Servicer (other than any party or
signatory to this Agreement or Nationwide as the primary servicer under the
Nationwide Primary Servicing Agreement) with which it has entered into a
servicing relationship after the Closing Date with respect to the Mortgage
Loans, to) (i) notify the Depositor, or the depositor in such Other
Securitization, in writing of (A) any litigation or governmental proceedings
pending against the applicable Master Servicer, the applicable Special Servicer,
the applicable Primary Servicer, the Trustee, the Certificate Administrator or
such Sub-Servicer, as the case may be, or with respect to any of its property,
that, in each such case, would be material to Certificateholders or the
certificateholders of such Other Securitization and (B) (I) any affiliations of
the type described in Item 1119(a) of Regulation AB that develop following the
Closing Date between the applicable Master Servicer, the applicable Special
Servicer, the applicable Primary Servicer, the Trustee or the Certificate
Administrator (or, if applicable, any Sub-Servicer) (and any other parties
identified in writing by the requesting party) and between such parties and the
Depositor or any Pooled Mortgage Loan Seller, and (II) any relationships that
develop after the Closing Date between the applicable Master Servicer, the
applicable Special Servicer, the applicable Primary Servicer, the Trustee or the
Certificate Administrator (or, if applicable, any Sub-Servicer) (and any other
parties identified in writing by the requesting party), on the one hand and the
Depositor or any Pooled Mortgage Loan Seller on the other hand of the type
described in Item 1119(b) or (c) of Regulation AB, and (ii) provide to the
Depositor, or the depositor in such Other Securitization, a description of such
legal proceedings, affiliations or relationships, in each case, in a form that
would enable the Depositor to satisfy its reporting obligations under Item 1117
or 1119 of Regulation AB, as applicable.

          (c) For so long as the Trust is subject to the reporting requirements
of the Exchange Act, in connection with the succession to a Master Servicer, a
Special Servicer, a Primary Servicer, any Additional Servicer, any Sub-Servicer
or the Trustee as servicer or trustee under this Agreement by any Person (i)
into which a Master Servicer, a Special Servicer, a Primary Servicer, any
Additional Servicer, any Sub-Servicer or the Trustee, as the case may be, may be
merged or consolidated, or (ii) which may be appointed as a successor to a
Master Servicer, a Special Servicer, a Primary Servicer, any Additional
Servicer, any Sub-Servicer or the Trustee, as the case may be, the applicable
Master Servicer, the applicable Special Servicer, the applicable Primary
Servicer, any Additional Servicer, any Sub-Servicer or the Trustee, as the case
may be, shall (and each of the applicable Master Servicer, the applicable
Special Servicer, the applicable Primary Servicer or the Trustee, as applicable,
shall (a) use reasonable efforts to cause each Additional Servicer and each
Sub-Servicer (other than any party or signatory to this Agreement or Nationwide
as the primary servicer under the Nationwide Primary Servicing Agreement) with
which it has entered into a servicing relationship on or prior to the Closing
Date with respect to the Mortgage Loans and (b) cause each Additional Servicer
and each Sub-Servicer (other than any party or signatory to this Agreement or
Nationwide as the primary servicer under the Nationwide Primary Servicing
Agreement) with which it has entered into a servicing relationship after the
Closing Date with respect to the Mortgage Loans, to) provide to the Depositor,
at least 10 Business Days prior to the effective date of such succession or
appointment, as long as such disclosure prior to such effective date would not
be violative of any applicable law or confidentiality agreement, otherwise
within a reasonable period of time after such effective date (x) written notice
to the Depositor of such succession or appointment and (y) in writing and in
form and substance reasonably satisfactory to the Depositor, all information
reasonably requested by the Depositor so that it may comply with its reporting
obligation under Item 6.02 of Form 8-K as it relates to servicing with respect
to the Pooled Mortgage Loans or any class of Certificates.

          (d) With respect to any Serviced Non-Pooled Pari Passu Companion Loan
that is deposited into an Other Securitization, the applicable Master Servicer,
the applicable Primary Servicer, the applicable Special Servicer, the Trustee
and the Certificate Administrator will take all actions reasonably requested of
it to enable such Other Securitization to comply with Regulation AB. Without
limiting the foregoing, the applicable Master Servicer, the applicable Primary
Servicer, the applicable Special Servicer, the Trustee and the Certificate
Administrator will, if reasonably requested by the depositor for such Other
Securitization, provide disclosure (which, except as otherwise agreed to by the
applicable Master Servicer, the applicable Primary Servicer, the applicable
Special Servicer, the Trustee or the


                                     -271-



Certificate Administrator, as applicable, with the applicable party(ies) to such
Other Securitization (and notwithstanding anything to the contrary stated or
implied in this Section 11.03) shall be without representation or warranty)
regarding the applicable Master Servicer, the applicable Primary Servicer, the
applicable Special Servicer, the Trustee and the Certificate Administrator,
respectively, as required by Regulation AB for inclusion in disclosure documents
with respect to such Other Securitization.

          SECTION 11.04. [Reserved.]

          SECTION 11.05. Filing Obligations.

          Each Master Servicer, each Special Servicer, each Primary Servicer,
the Certificate Administrator, the Trustee and each Sub-Servicer, shall (a) use
reasonable efforts to cause each Sub-Servicer (other than any party or signatory
to this Agreement or Nationwide as the primary servicer under the Nationwide
Primary Servicing Agreement) with which it has entered into a servicing
relationship on or prior to the Closing Date with respect to the Mortgage Loans
and (b) cause each Sub-Servicer (other than any party or signatory to this
Agreement or Nationwide as the primary servicer under the Nationwide Primary
Servicing Agreement) with which it has entered into a servicing relationship
after the Closing Date with respect to the Mortgage Loans, to, reasonably
cooperate with the Depositor in connection with the satisfaction of the Trust's
reporting requirements under the Exchange Act.

          SECTION 11.06. Form 10-D Filings.

          Within 15 days after each Distribution Date (the "Form 10-D Filing
Deadline") (subject to permitted extensions under the Exchange Act), the
Certificate Administrator shall prepare and file on behalf of the Trust any Form
10-D required by the Exchange Act, in form and substance as required by the
Exchange Act. The Certificate Administrator shall file each Form 10-D with a
copy of the related Distribution Date Statement attached thereto. Any necessary
disclosure in addition to the Distribution Date Statement that is required to be
included on Form 10-D ("Additional Form 10-D Disclosure") shall, pursuant to the
paragraph immediately below, be reported by the parties set forth on Schedule IX
and directed to the Depositor and the Certificate Administrator for approval by
the Depositor. The Certificate Administrator will have no duty or liability for
any failure hereunder to determine or prepare any Additional Form 10-D
Disclosure (other than such Additional Form 10-D Disclosure which is to be
reported by it as set forth on Schedule IX) absent such reporting, direction and
approval.

          For so long as the Trust is subject to the reporting requirements of
the Exchange Act, as set forth on Schedule IX hereto, within 5 calendar days
after the related Distribution Date, each Person identified on Schedule IX shall
be required to provide to the Depositor and the Certificate Administrator (or,
with respect to any Serviced Non-Pooled Pari Passu Companion Loan that is
deposited into an Other Securitization, the depositor and the trustee in such
Other Securitization), to the extent known by such person, the form and
substance of the corresponding Additional Form 10-D Disclosure set forth on
Schedule IX, if applicable, and in form readily convertible to an
EDGAR-compatible form, or in such other form as otherwise agreed by the
Depositor, the Certificate Administrator and such party. Unless otherwise
directed by the Depositor, and subject to any comments received to such
disclosure from the Depositor by the 2nd calendar day after such 5th calendar
day after the related Distribution Date, the Certificate Administrator shall
include the form and substance of the Additional Form 10-D Disclosure on the
related Form 10-D. The Depositor will be responsible for any reasonable fees and
expenses incurred by the Certificate Administrator in connection with including
any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph. Any
notice delivered to the Certificate Administrator pursuant to this paragraph
shall be in the form attached hereto as Exhibit Q and delivered by facsimile to
(410) 715-2380 and by email to cts.sec.notifications@wellsfargo.com, or such
other address as may hereafter be furnished by the Certificate Administrator to
the other parties in writing.

          On or prior to the 12th calendar day after the related Distribution
Date the Certificate Administrator shall prepare and deliver electronically the
Form 10-D to the Depositor for review. Form 10-D requires the registrant to
indicate (by checking "yes" or "no") that it "(1) has filed all reports required
to be filed by Section 13 or 15(d) of the


                                     -272-



Exchange Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days." The Depositor hereby represents to
the Certificate Administrator that the Depositor has filed all such required
reports during the preceding 12 months and that it has been subject to such
filing requirement for the past 90 days. The Depositor shall notify the
Certificate Administrator in writing, no later than the 5th calendar day after
the related Distribution Date during any year in which the Trust is required to
file a Form 10-D if the answer to the questions should be "no"; provided,
however, that if the failure of the Depositor to have filed such required
reports arises in connection with the securitization contemplated by this
Agreement, the Certificate Administrator shall be deemed to have notice of such
failure (only with respect to Exchange Act reports prepared or required to be
prepared and filed by the Certificate Administrator) without being notified by
the Depositor. The Certificate Administrator shall be entitled to rely on such
representations in preparing, executing and/or filing any Form 10-D. No later
than the end of business on the 13th calendar day after the related Distribution
Date, the Depositor shall notify the Certificate Administrator in writing (which
may be furnished electronically) of any changes to or approval of such Form
10-D, and shall sign the Form 10-D and return an electronic or fax copy of such
signed Form 10-D (with an original executed hard copy to follow by overnight
mail) to the Certificate Administrator. The Certificate Administrator shall file
such Form 10-D, upon signature thereof as provided in Section 11.16, not later
than 5:00 pm (New York City time) on the 15th calendar day after the related
Distribution Date. If a Form 10-D cannot be filed on time or if a previously
filed Form 10-D needs to be amended, the Certificate Administrator will follow
the procedures set forth in Section 11.10(b). After filing with the Commission,
the Certificate Administrator shall promptly, and no later than one Business Day
after such filing, pursuant to Section 4.02, make available on its internet
website a final executed copy of each Form 10-D prepared and filed by the
Certificate Administrator. The parties to this Agreement acknowledge (and each
Additional Servicer and each Servicing Function Participant shall be required to
acknowledge) that the performance by the Certificate Administrator of its duties
under this Section 11.06 related to the timely preparation and filing of Form
10-D is contingent upon such parties (and, to the extent applicable, any
Additional Servicer or Servicing Function Participant) observing all applicable
deadlines in the performance of their duties under this Section 11.06. The
Certificate Administrator shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare, arrange
for execution or file such Form 10-D where such failure results from the
Certificate Administrator's inability or failure to receive on a timely basis
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 10-D, not resulting from its own negligence, bad
faith or willful misconduct. However, (a) if a Form 10-D is permitted to be
filed notwithstanding any missing information for inclusion therein, the
Certificate Administrator shall promptly inform the Depositor and nonetheless
file such Form 10-D at the direction of the Depositor and, if authorized under
Regulation AB, provide an explanation approved by the Depositor (based solely on
such notice regarding such Form 10-D as may have been delivered to it) of the
circumstances and (b) where information from such other party for inclusion in a
Form 10-D is not received on a timely basis but is subsequently provided within
a time period that may allow for the timely filing of the applicable Form 10-D
or an amendment thereto, then the Certificate Administrator shall use reasonable
efforts to properly prepare, arrange for execution and file such Form 10-D or
amendment thereto.


                                     -273-



          SECTION 11.07. Form 10-K Filings.

          Within 90 days after the end of each fiscal year of the Trust or such
earlier date as may be required by the Exchange Act (the "Form 10-K Filing
Deadline") (it being understood that the fiscal year for the Trust ends on
December 31st of each year), commencing in March 2007, the Certificate
Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form
and substance as required by the Exchange Act. Each such Form 10-K shall include
the following items, in each case to the extent they have been delivered to the
Certificate Administrator within the applicable time frames set forth in this
Agreement, (i) an annual compliance statement for each Reporting Servicer, as
described under Section 11.11, (ii)(A) the annual reports on assessment of
compliance with Servicing Criteria for each Reporting Servicer, as described
under Section 11.12, and (B) if any Reporting Servicer's report on assessment of
compliance with Servicing Criteria described under Section 11.12 identifies any
material instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any Reporting Servicer's report on assessment of compliance
with Servicing Criteria described under Section 11.12 is not included as an
exhibit to such Form 10-K, disclosure that such report is not included and an
explanation as to why such report is not included, (iii)(A) the registered
public accounting firm attestation report for each Reporting Servicer, as
described under Section 11.13, and (B) if any registered public accounting firm
attestation report described under Section 11.13 identifies any material
instance of noncompliance, disclosure identifying such instance of
noncompliance, or if any such 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 explanation as to why such report is not included,
and (iv) a Sarbanes-Oxley Certification as described in Section 11.08. Any
disclosure or information in addition to (i) through (iv) above that is required
to be included on Form 10-K ("Additional Form 10-K Disclosure") shall, pursuant
to the paragraph immediately below, be reported by the parties set forth on
Schedule X and directed to the Depositor and the Certificate Administrator for
approval by the Depositor. The Certificate Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Additional Form
10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be
reported by it as set forth on Schedule X) absent such reporting, direction and
approval. However, where information from such other party for inclusion in a
Form 10-K is not received on a timely basis but is subsequently provided within
a time period that may allow for the timely filing of the applicable Form 10-K
or an amendment thereto, then the Certificate Administrator shall use reasonable
efforts to properly prepare, arrange for execution and file such Form 10-K or
amendment thereto.

          For so long as the Trust, and with respect to any Serviced Non-Pooled
Pari Passu Companion Loan, such Other Securitization, is subject to the
reporting requirements of the Exchange Act, as set forth on Schedule X hereto,
no later than March 7th of each year subsequent to the fiscal year that the
Trust is subject to the Exchange Act reporting requirements, commencing in 2007,
each Person identified on such schedule shall be required to provide to the
Depositor (or, with respect to any Serviced Non-Pooled Pari Passu Companion Loan
that is deposited into an Other Securitization, the depositor and the trustee in
such Other Securitization) and the Certificate Administrator, to the extent
known by such Person, the form and substance of the corresponding Additional
Form 10-K Disclosure as set forth on Schedule X, if applicable, and in form
readily convertible to an EDGAR-compatible form, or in such other form as
otherwise agreed by the Depositor, the Certificate Administrator and such
Person. Unless otherwise directed by the Depositor, and subject to any comments
received to such disclosure from the Depositor by March 15th, the Certificate
Administrator shall include the form and substance of the Additional Form 10-K
Disclosure on the related Form 10-K. The Depositor will be responsible for any
reasonable fees and expenses incurred by the Certificate Administrator in
connection with including any Additional Form 10-K Disclosure on Form 10-K
pursuant to this paragraph. Any notice delivered to the Certificate
Administrator pursuant to this paragraph shall be in the form attached hereto as
Exhibit Q and delivered by facsimile to (410) 715-2380 and by email to
cts.sec.notifications@wellsfargo.com, or such other address as may hereafter be
furnished by the Certificate Administrator to the other parties in writing.


                                     -274-



          On or prior to 3:00 p.m. (New York City time) March 23rd, the
Certificate Administrator shall prepare and deliver electronically a draft copy
of the Form 10-K to the Depositor for review. Form 10-K requires the registrant
to indicate (by checking "yes" or "no") that it "(1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the past 90 days." The Depositor hereby represents to the Certificate
Administrator that the Depositor has filed all such required reports during the
preceding 12 months and that it has been subject to such filing requirement for
the past 90 days. The Depositor shall notify the Certificate Administrator in
writing, no later than the 15th calendar day of March during any year in which
the Trust is required to file a Form 10-K if the answer to the questions should
be "no" ; provided, however, that if the failure of the Depositor to have filed
such required reports arises in connection with the securitization contemplated
by this Agreement, the Certificate Administrator shall be deemed to have notice
of such failure (only with respect to Exchange Act reports prepared or required
to be prepared and filed by the Certificate Administrator) without being
notified by the Depositor. The Certificate Administrator shall be entitled to
rely on such representations in preparing, executing and/or filing any Form
10-K. No later than 5:00 pm (New York City time) on the 4th Business Day prior
to the Form 10-K Filing Deadline, a senior officer in charge of securitization
of the Depositor notify the Certificate Administrator in writing (which may be
furnished electronically) of any changes to or approval of such Form 10-K and
shall sign the Form 10-K and return an electronic or fax copy of such signed
Form 10-K (with an original executed hard copy to follow by overnight mail) to
the Certificate Administrator. If a Form 10-K cannot be filed on time or if a
previously filed Form 10-K needs to be amended, the Certificate Administrator
will follow the procedures set forth in Section 11.10(b). After filing with the
Commission, the Certificate Administrator shall, pursuant to Section 4.02, make
available on its internet website a final executed copy of each Form 10-K
prepared and filed by the Certificate Administrator. All communications to the
Depositor under this Article XI shall be delivered telephonically, to the
telecopy number set forth in Section 12.05 (or as otherwise specified by the
Depositor) or by electronic mail to "regABnotifications@bear.com" or such other
electronic mail address as the Depositor may specify upon not less than ten (10)
Business Days advance notice. The parties to this Agreement acknowledge (and
each Additional Servicer and each Servicing Function Participant shall be
required to acknowledge) that the performance by the Certificate Administrator
of its duties under this Section 11.07 related to the timely preparation and
filing of Form 10-K is contingent upon such parties (and, to the extent
applicable, any Additional Servicer or Servicing Function Participant) observing
all applicable deadlines in the performance of their duties under this Article
XI. The Certificate Administrator shall have no liability with respect to any
failure to properly prepare, arrange for execution or file such Form 10-K
resulting from the Certificate Administrator's inability or failure to receive
on a timely basis any information from any other party hereto needed to prepare,
arrange for execution or file such Form 10-K on a timely basis, not resulting
from its own negligence, bad faith or willful misconduct. However, (a) if a Form
10-K is permitted to be filed notwithstanding any missing information for
inclusion therein, the Certificate Administrator shall promptly inform the
Depositor and nonetheless file such Form 10-K at the direction of the Depositor
and, if authorized under Regulation AB, provide an explanation approved by the
Depositor (based solely on such notice regarding such Form 10-K as may have been
delivered to it) of the circumstances and (b) where information from such other
party for inclusion in a Form 10-K is not received on a timely basis but is
subsequently provided within a time period that may allow for the timely filing
of the applicable Form 10-K or an amendment thereto, then the Certificate
Administrator shall use reasonable efforts to properly prepare, arrange for
execution and file such Form 10-K or amendment thereto.

          SECTION 11.08. Sarbanes-Oxley Certification.

          Each Form 10-K shall include a certification (the "Sarbanes-Oxley
Certification"), exactly as set forth in Exhibit M-1 attached hereto, required
to be included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting
Servicer shall (and each Reporting Servicer shall (a) use reasonable efforts to
cause each Servicing Function Participant (other than any party or signatory to
this Agreement or Nationwide as the primary servicer under the Nationwide
Primary Servicing Agreement) with which it has entered into a servicing
relationship on or prior to the Closing Date with respect to the Mortgage Loans
and (b) cause each Servicing Function Participant (other than any party or
signatory to this Agreement or Nationwide as the primary servicer under the
Nationwide Primary Servicing Agreement) with which it has entered into a
servicing relationship after the Closing Date with respect to the Mortgage
Loans, to), provide to the Person who signs the Sarbanes-Oxley Certification
(the "Certifying Person"), by noon (New York City time) on March 7th of


                                     -275-



each year subsequent to the fiscal year in which the Trust is subject to the
reporting requirements of the Exchange Act and otherwise within a reasonable
period of time upon request, a certification (each, a "Performance
Certification"), in the form attached hereto as Exhibit M-2, upon which the
Certifying Person, the entity for which the Certifying Person acts as an
officer, and such entity's officers, directors and Affiliates (collectively with
the Certifying Person, "Certification Parties") can reasonably rely. The senior
officer in charge of securitization of the Depositor shall serve as the
Certifying Person on behalf of the Trust. Such officer of the Certifying Person
can be contacted at Bear Stearns Commercial Mortgage Securities Inc., 383
Madison Avenue, New York, New York 10179, Attention: J. Christopher Hoeffel
(with a copy to Joseph Jurkowski, Esq.). If 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 Performance Certification and a reliance
certificate to the Certifying Person pursuant to this Section 11.08 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.

          Each Performance Certification shall include a reasonable reliance
provision enabling the Certification Parties to rely upon each (i) annual
compliance statement provided pursuant to Section 11.11, (ii) annual report on
assessment of compliance with Servicing Criteria provided pursuant to Section
11.12 and (iii) registered public accounting firm attestation report provided
pursuant to Section 11.13 and shall include a certification that each such
annual report on assessment of compliance discloses any material instances of
noncompliance described to the registered public accountants of such Reporting
Servicer to enable such accountants to render the attestation provided for in
Section 11.13.

          If any Serviced Non-Pooled Pari Passu Companion Loan is deposited into
a commercial mortgage securitization and the applicable Reporting Servicer is
provided with timely notice thereof and contact information therefor, such
Reporting Servicer shall provide to the Person who signs the Sarbanes-Oxley
Certification with respect to an Other Securitization a Performance
Certification (which shall address the matters contained in the Performance
Certification, but solely with respect to the related Serviced Non-Pooled Pari
Passu Companion Loan), upon which such certifying person, the entity for which
the certifying person acts as an officer, and such entity's officers, directors
and Affiliates can reasonably rely. With respect to any Non-Trust-Serviced
Pooled Mortgage Loan serviced under a Non-Trust-Serviced Pooled Mortgage Loan
Pooling and Servicing Agreement, the Master Servicer will use reasonable efforts
to obtain, and upon receipt deliver to the Depositor, a Sarbanes-Oxley back-up
certification from the Non-Trust Master Servicer, the Non-Trust Special
Servicer, the trustee under the applicable Non-Trust Servicing Agreement and the
paying agent or certificate administrator under such Non-Trust Servicing
Agreement in form and substance similar to a Performance Certification or such
other form as is provided in the applicable Non-Trust Servicing Agreement.

          SECTION 11.09. Form 8-K Filings.

          Within four (4) Business Days after the occurrence of an event
requiring disclosure (the "Form 8-K Filing Deadline") under Form 8-K (each a
"Form 8-K Reportable Event"), the Certificate Administrator shall prepare and
file on behalf of the Trust any Form 8-K, as required by the Exchange Act,
provided that the Depositor shall file the initial Form 8-K in connection with
the issuance of the Certificates. Any disclosure or information related to a
Form 8-K Reportable Event or that is otherwise required to be included on Form
8-K ("Form 8-K Disclosure Information") shall, pursuant to the paragraph
immediately below, be reported by any party set forth on Schedule XI to which
such Form 8-K Reportable Event relates and such Form 8-K Disclosure Information
shall be directed to the Depositor and the Certificate Administrator for
approval by the Depositor. The Certificate Administrator will have no duty or
liability for any failure hereunder to determine or prepare any Form 8-K
Disclosure Information (other than such Form 8-K Disclosure Information which is
to be reported by it as set forth on Schedule XI) absent such reporting,
direction and approval.


                                     -276-



          As set forth on Schedule XI hereto, for so long as the Trust is
subject to the Exchange Act reporting requirements, no later than noon (New York
City time) on the 2nd Business Day after the occurrence of a Form 8-K Reportable
Event the applicable Person identified on such Schedule XI shall be required to
provide written notice to the Depositor (and with respect to any Serviced
Non-Pooled Pari Passu Companion Loan that is deposited into an Other
Securitization, the depositor and the trustee in such Other Securitization) and
the Certificate Administrator of, to the extent known by such Person, the form
and substance of the corresponding Form 8-K Disclosure Information, as set forth
on Schedule XI, if applicable, and in form readily convertible to an
EDGAR-compatible form, or in such other form as otherwise agreed by the
Depositor, the Certificate Administrator and such other person. Unless otherwise
directed by the Depositor, and subject to any comments received to such
disclosure from the Depositor by noon on the 3rd Business Day after such Form
8-K Reportable Event, the Certificate Administrator shall include the form and
substance of the Form 8-K Disclosure Information on the related Form 8-K. The
Depositor will be responsible for any reasonable fees and expenses incurred by
the Certificate Administrator in connection with including any Form 8-K
Disclosure Information on Form 8-K pursuant to this paragraph. Any notice
delivered to the Certificate Administrator pursuant to this paragraph shall be
in the form attached hereto as Exhibit Q and delivered by facsimile to (410)
715-2380 and by email to cts.sec.notifications@wellsfargo.com, or such other
address as may hereafter be furnished by the Certificate Administrator to the
other parties in writing.

          No later than noon (New York City time) on the 3rd Business Day after
the Form 8-K Reportable Event, the Certificate Administrator shall prepare and
deliver electronically to the Depositor a Form 8-K. No later than noon (New York
City time) on the 4th Business Day after the Form 8-K Reportable Event, the
Depositor (or, with respect to any Serviced Non-Pooled Pari Passu Companion Loan
that is deposited into an Other Securitization, the depositor in such Other
Securitization) shall sign the Form 8-K. If so directed by the Depositor, the
Certificate Administrator shall file such Form 8-K, not later than 5:00 pm (New
York City time) on the 4th Business Day after the related Form 8-K Reportable
Event. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K
needs to be amended, the Certificate Administrator will follow the procedures
set forth in Section 11.10(b). After filing with the Commission, the Certificate
Administrator will, pursuant to Section 4.02, make available on its internet
website a final executed copy of each Form 8-K prepared and filed by the
Certificate Administrator. The parties to this Agreement acknowledge (and each
Additional Servicer and each Servicing Function Participant shall be required to
acknowledge) that the performance by the Certificate Administrator of its duties
under this Section 11.09 related to the timely preparation and filing of Form
8-K is contingent upon such parties (and, to the extent applicable, any
Additional Servicer or Servicing Function Participant) observing all applicable
deadlines in the performance of their duties under this Section 11.09. The
Certificate Administrator shall have no liability for any loss, expense, damage,
claim arising out of or with respect to any failure to properly prepare and/or
timely file such Form 8-K, where such failure results from the Certificate
Administrator's inability or failure to receive, on a timely basis, any
information from any other party hereto needed to prepare, arrange for execution
or file such Form 8-K, not resulting from its own negligence, bad faith or
willful misconduct, provided, however, that the Certificate Administrator shall
use reasonable efforts to properly prepare, arrange for execution and file such
Form 8-K where such information from such other party is not received on a
timely basis or not provided by such other party.

          Notwithstanding the second preceding paragraph, each Master Servicer,
each Special Servicer, each Primary Servicer, the Certificate Administrator, the
Trustee, each Sub-Servicer and each Servicing Function Participant, shall
promptly notify (and each Master Servicer, each Special Servicer, each Primary
Servicer, the Certificate Administrator, the Trustee each Sub-Servicer and each
Servicing Function Participant shall (a) use reasonable efforts to cause each
Sub-Servicer and each Servicing Function Participant (other than any party or
signatory to this Agreement or Nationwide as the primary servicer under the
Nationwide Primary Servicing Agreement) with which it has entered into a
servicing relationship on or prior to the Closing Date with respect to the
Mortgage Loans and (b) cause each Sub-Servicer and each Servicing Function
Participant (other than any party or signatory to this Agreement or Nationwide
as the primary servicer under the Nationwide Primary Servicing Agreement) with
which it has entered into a servicing relationship after the Closing Date with
respect to the Mortgage Loans, to promptly notify) the Depositor and the
Certificate Administrator, but in no event later than noon on the 2nd Business
Day after its occurrence, of any Form 8-K Reportable Event relating to itself of
which it has knowledge.


                                     -277-



          SECTION 11.10. Form 15 Filing; Incomplete Exchange Act Filings;
                         Amendments to Exchange Act Reports.

          (a) On or before January 30 of the first year in which the Certificate
Administrator is able to do so under applicable law, the Certificate
Administrator shall prepare and file a Form 15 Suspension Notification relating
to the automatic suspension of reporting in respect of the Trust under the
Exchange Act. After the filing of Form 15, the obligations of the parties to
this Agreement under Sections 11.03, 11.05, 11.07, 11.08 and 11.09 (and the
obligations of the applicable Primary Servicer under clauses (i), (ii) and (iii)
of Section 5.13(c) of the applicable Primary Servicing Agreement) shall be
suspended for so long as the Trust is not subject to the reporting requirements
of the Exchange Act. If such Form 15 Suspension Notification relating to the
automatic suspension of reporting in respect of the Trust under the Exchange Act
cannot be filed on or before January 30 of the first year in which the
Certificate Administrator would have otherwise been able to do so, notice that
such Form 15 Suspension Notification has not been filed shall be available to
the Reporting Servicers and to the Pooled Mortgage Loan Sellers on the
Certificate Administrator's internet website located at www.ctslink.com on
January 30 of that year.

          (b) The Certificate Administrator shall promptly notify the Depositor
(which notice may be sent by facsimile or by email and which shall include the
identity of those Reporting Servicers who did not deliver such information) and
each Reporting Servicer that failed to deliver such information required to be
delivered by it under this Agreement, if all, or any portion of, any required
disclosure information to be included in any Form 8-K, Form 10-D or Form 10-K
required to be filed pursuant to this Agreement is not delivered to it within
the delivery deadlines set forth in this Agreement. If the Certificate
Administrator is unable to timely file with the Commission all or any required
portion of any Form 8-K, Form 10-D or Form 10-K required to be filed by this
Agreement because required disclosure information either was not delivered to it
or was delivered to it after the delivery deadlines set forth in this Agreement
or for any other reason, the Certificate Administrator shall promptly notify the
Depositor (which may be sent by facsimile or by email, and which notice shall
include the identity of those Reporting Servicers who either did not deliver
such information or delivered such information to it after the delivery
deadlines set forth in this Agreement) and each Reporting Servicer that failed
to make such delivery. In the case of Form 10-D and Form 10-K, each such
Reporting Servicer shall cooperate with the Depositor and the Certificate
Administrator to prepare and file a Form 12b-25 and a Form 10-D/A and Form
10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case
of Form 8-K, the Certificate Administrator shall, upon receipt of all required
Form 8-K Disclosure Information and upon the approval and direction of the
Depositor, include such disclosure information on the Form 10-D that is required
to be filed on behalf of the Trust. In the event that any previously filed Form
8-K, Form 10-D or Form 10-K needs to be amended, the Certificate Administrator
shall notify the Depositor and such other parties as may be required and such
parties shall cooperate to prepare any necessary Form 8-K/A, Form 10-D/A or Form
10-K/A. Any Form 15, Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form
10-K shall be signed by a senior officer of the Depositor in charge of
securitization. The parties to this Agreement acknowledge (and each Additional
Servicer and each Servicing Function Participant shall be required to
acknowledge) that the performance by the Certificate Administrator of its duties
under this Section 11.10 related to the timely preparation and filing of Form
15, a Form 12b-25 or any amendment to Form 8-K, Form 10-D or Form 10-K is
contingent upon such parties (and, to the extent applicable, any Additional
Servicer or Servicing Function Participant) performing their duties under this
Section. The Certificate Administrator shall have no liability for any loss,
expense, damage, claim arising out of or with respect to any failure to properly
prepare and/or timely file any such Form 15, Form 12b-25 or any amendments to
Forms 8-K, Form 10-D or Form 10-K, where such failure results from the
Certificate Administrator's inability or failure to receive, on a timely basis,
any information from any other party hereto needed to prepare, arrange for
execution or file such Form 15, Form 12b-25 or any amendments to Forms 8-K, 10-D
or 10-K, not resulting from its own negligence, bad faith or willful misconduct.

          SECTION 11.11. Annual Compliance Statements.

          Each Master Servicer, each Special Servicer, each Primary Servicer and
the Certificate Administrator and each Sub-Servicer (each a "Certifying
Servicer") shall (and each Master Servicer, each Special Servicer, each Primary
Servicer and the Certificate Administrator shall (a) use reasonable efforts to
cause each Additional Servicer and each Sub-Servicer with which it has entered
into a servicing relationship on or prior to the Closing Date with respect to
the


                                     -278-



Mortgage Loans and (b) cause each Additional Servicer and each Sub-Servicer with
which it has entered into a servicing relationship after the Closing Date with
respect to the Mortgage Loans, to) deliver to the Depositor, the Certificate
Administrator and the Trustee on or before March 7, with respect to any
Additional Servicer and each Sub-Servicer (excluding the Primary Servicers), or
March 15 or if such day is not a Business Day, the immediately preceding
Business Day (with no cure period), with respect to the Master Servicers, the
Special Servicers, the Primary Servicers or the Certificate Administrator, of
each year, commencing in March 2007, an Officer's Certificate stating, as to the
signer thereof, that (A) a review of such Certifying Servicer's (or such
Additional Servicer's or Sub-Servicer's) activities during the preceding
calendar year or portion thereof and of such Certifying Servicer's (or such
Additional Servicer's or Sub-Servicer's) performance under this Agreement, or
the applicable sub-servicing agreement or primary servicing agreement in the
case of an Additional Servicer or a Sub-Servicer, has been made under the
supervision of such officer or such Certifying Servicer or such Additional
Servicer or Sub-Servicer, as the case may be, 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 such Additional Servicer
has fulfilled all its obligations under the applicable sub-servicing agreement
or primary servicing agreement, 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. Each Certifying Servicer shall (and each Master
Servicer, each Special Servicer, each Primary Servicer and the Certificate
Administrator shall (a) use reasonable efforts to cause each Additional Servicer
and each Sub-Servicer with which it has entered into a servicing relationship on
or prior to the Closing Date with respect to the Mortgage Loans and (b) cause
each Additional Servicer and each Sub-Servicer with which it has entered into a
servicing relationship after the Closing Date with respect to the Mortgage
Loans, to) forward a copy of each such statement to the Rating Agencies and the
Controlling Class Representative. Promptly after receipt of each such Officer's
Certificate, the Depositor shall have the right to review such Officer's
Certificate and, if applicable, consult with each Certifying Servicer or
Additional Servicer, as applicable, as to the nature of any failures by such
Certifying Servicer or Additional Servicer, in the fulfillment of any of the
Certifying Servicer's or Additional Servicer's obligations hereunder or under
the applicable sub-servicing or primary servicing agreement. None of the
Certifying Servicers or any Additional Servicer or any Sub-Servicer shall be
required to deliver, or to endeavor to cause the delivery of, any such Officer's
Certificate until May 1, in the case of a Certifying Servicer, or April 1, in
the case of any Additional Servicer (excluding the Primary Servicers) or any
Sub-Servicers (excluding the Primary Servicers), unless notice has been made
available to such parties on the Certificate Administrator's internet website
located at www.ctslink.com that a Form 15 Suspension Notification with respect
to the Trust has not been filed pursuant to Section 11.10.

          If any Serviced Non-Pooled Pari Passu Companion Loan is deposited into
an Other Securitization, the applicable Certifying Servicer shall provide, if
requested by a party to the Other Pooling and Servicing Agreement, an Officer's
Certificate as described in this Section. With respect to any Non-Trust-Serviced
Pooled Mortgage Loan serviced under a Non-Trust Servicing Agreement, the
applicable Master Servicer will use reasonable efforts to obtain, and upon
receipt deliver to the Depositor, from the Non-Trust Master Servicer, the
Non-Trust Special Servicer, the trustee under the applicable Non-Trust Servicing
Agreement and the paying agent or certificate administrator under such Non-Trust
Servicing Agreement an Officer's Certificate in form and substance similar to
the Officer's Certificate described in this Section or such other form as is set
forth in the applicable Non-Trust Servicing Agreement.

          SECTION 11.12. Annual Reports on Assessment of Compliance with
                         Servicing Criteria.

          Subject to Section 11.13A, by March 15 or if such day is not a
Business Day, the immediately preceding Business Day (with no cure period), with
respect to the Master Servicers, the Special Servicers, the Primary Servicers,
the Certificate Administrator and the Trustee, of each year, commencing in March
2007, each Master Servicer, each Special Servicer (regardless of whether such
Special Servicer has commenced special servicing of any Mortgage Loan), the
Certificate Administrator, each Primary Servicer and the Trustee, each at its
own expense, shall furnish (and each of the preceding parties, as applicable,
shall (a) use reasonable efforts to cause, by March 7th, each Servicing Function
Participant (other than a party to this Agreement or to a Primary Servicing
Agreement) with which it has entered into a servicing relationship on or prior
to the Closing Date with respect to the Mortgage Loans and (b) cause, by March
7th, each Servicing Function Participant (other than a party to this Agreement
or to a Primary Servicing Agreement) with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans, to
furnish,


                                     -279-



each at its own expense), to the Trustee, the Certificate Administrator and the
Depositor, with a copy to the Rating Agencies and the Controlling Class
Representative, a report on an assessment of compliance with the Relevant
Servicing Criteria with respect to commercial mortgage backed securities
transactions taken as a whole involving such party that contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with
the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer
used the Servicing Criteria to assess compliance with the Relevant Servicing
Criteria, (C) such Reporting Servicer's assessment of compliance with the
Relevant 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
11.07, including, if there has been any material instance of noncompliance with
the Relevant 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 Relevant Servicing Criteria as of and for such
period as provided in Section 11.13.

          No later than the end of each fiscal year for the Trust for which a
10-K is required to be filed, each Master Servicer, each Special Servicer, each
Primary Servicer and the Trustee shall each forward to the Certificate
Administrator and the Depositor the name and address of each Servicing Function
Participant engaged by it and what Relevant Servicing Criteria will be addressed
in the report on assessment of compliance prepared by such Servicing Function
Participant. When the Master Servicers, the Special Servicers, the Primary
Servicers, the Trustee and the Sub-Servicers submit their respective assessments
by March 7th or March 15th, as applicable, to the Certificate Administrator,
each such party shall also at such time include, in its submission to the
Certificate Administrator, the assessment (and attestation pursuant to Section
11.13) of each Servicing Function Participant engaged by it, to the extent
received.

          Promptly after receipt of each such report on assessment of
compliance, (i) the Depositor shall have the right to review each such report
and, if applicable, consult with each Master Servicer, each Special Servicer,
each Primary Servicer, the Certificate Administrator, the Trustee and any
Servicing Function Participant as to the nature of any material instance of
noncompliance with the Relevant Servicing Criteria by such Master Servicer, such
Special Servicer, the Certificate Administrator, the Trustee or any Servicing
Function Participant, respectively, and (ii) the Certificate Administrator shall
confirm that the assessments taken individually address the Relevant Servicing
Criteria for each party as set forth on Schedule VIII and notify the Depositor
of any exceptions. None of the Master Servicers, the Special Servicers, the
Primary Servicers, the Trustee or any Servicing Function Participant shall be
required to deliver, or to endeavor to cause the delivery of, any such reports
until May 1 in the case of the Master Servicers, the Special Servicers, the
Primary Servicers or the Trustee, or April 1 in the case of any Servicing
Function Participant, in any given year so long as it has received written
confirmation from the Depositor that a Form 10-K is not required to be filed in
respect of the Trust for the preceding calendar year. The parties hereto
acknowledge that a material instance of noncompliance with the Relevant
Servicing Criteria reported on an assessment of compliance pursuant to this
Section 11.12 by a Master Servicer, a Special Servicer, a Primary Servicer, the
Certificate Administrator or the Trustee shall not, as a result of being so
reported, in and of itself, constitute a breach of such parties' obligations, as
applicable, under this Agreement unless otherwise provided for in this
Agreement.

          If any Serviced Non-Pooled Pari Passu Companion Loan is deposited into
an Other Securitization, each of the applicable Master Servicer, the applicable
Special Servicer (regardless of whether such Special Servicer has commenced
special servicing of any Mortgage Loan), the Certificate Administrator and the
Trustee, each at its own expense, shall furnish (and each of the preceding
parties, as applicable, shall (a) use reasonable efforts to cause each Servicing
Function Participant (other than a party to this Agreement or to a Primary
Servicing Agreement) with which it has entered into a servicing relationship on
or prior to the Closing Date with respect to the Mortgage Loans and (b) cause
each Servicing Function Participant (other than a party to this Agreement or to
a Primary Servicing Agreement) with which it has entered into a servicing
relationship after the Closing Date with respect to the Mortgage Loans, to
furnish, each at its own expense), if requested by a party to the Other Pooling
and Servicing Agreement, an annual report on assessment of compliance as
described in this Section and an attestation as described in Section 11.13.

          With respect to any Non-Trust-Serviced Pooled Mortgage Loan serviced
under a Non-Trust Servicing Agreement, the applicable Master Servicer will use
reasonable efforts to obtain, and upon receipt deliver to the Depositor and the
Certificate Administrator, an annual report on assessment of compliance as
described in this Section and an


                                     -280-



attestation as described in Section 11.13 from the Non-Trust Master Servicer,
the Non-Trust Special Servicer, the trustee under the applicable Non-Trust
Servicing Agreement and the paying agent or certificate administrator under such
Non-Trust Servicing Agreement and in form and substance similar to the annual
report on assessment of compliance described in this Section and the attestation
described in Section 11.13.

          SECTION 11.13. Annual Independent Public Accountants' Servicing
                         Report.

          Subject to Section 11.13A, by March 15 or if such day is not a
Business Day, the immediately preceding Business Day (with no cure period), in
respect of the Master Servicers, the Special Servicers, the Primary Servicers,
the Certificate Administrator and the Trustee, of each year, commencing in March
2007, the Master Servicers, the Special Servicers, the Primary Servicers, the
Certificate Administrator and the Trustee, each at its own expense, shall cause
(and each of the preceding parties, as applicable, shall (a) use reasonable
efforts to cause, by March 15th, each Servicing Function Participant (other than
a party to this Agreement or to a Primary Servicing Agreement) with which it has
entered into a servicing relationship on or prior to the Closing Date with
respect to the Mortgage Loans and (b) cause, by March 15th, each Servicing
Function Participant (other than a party to this Agreement or to a Primary
Servicing Agreement) with which it has entered into a servicing relationship
after the Closing Date with respect to the Mortgage Loans, to cause, each at its
own expense) a registered public accounting firm (which may also render other
services to such Master Servicer, such Special Servicer, the Certificate
Administrator, the Trustee, such Sub-Servicer or such other Servicing Function
Participant, as the case may be) that is a member of the American Institute of
Certified Public Accountants to furnish a report to the Trustee, the Certificate
Administrator and the Depositor, with a copy to the Rating Agencies and the
Controlling Class Representative, to the effect that (i) it has obtained a
representation regarding certain matters from the management of such Reporting
Servicer, which includes an assessment from such Reporting Servicer of its
compliance with the Relevant 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 Relevant 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 Relevant Servicing Criteria. If 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 a Master Servicer, a
Special Servicer, a Primary Servicer, the Certificate Administrator or the
Trustee (or any Sub-Servicer or Servicing Function Participant with which the
applicable Master Servicer, the applicable Special Servicer, the applicable
Primary Servicer, the Certificate Administrator or the Trustee has entered into
a servicing relationship with respect to the Mortgage Loans (other than a party
to this Agreement or to a Primary Servicing Agreement)), (i) the Depositor shall
have the right to review the report and, if applicable, consult with the
applicable Master Servicer, the applicable Special Servicer, the applicable
Primary Servicer, the Certificate Administrator, the Trustee, any Sub-Servicer
or any such Servicing Function Participant as to the nature of any material
instance of noncompliance by such Master Servicer, such Special Servicer, such
Primary Servicer, the Certificate Administrator, the Trustee or any such
Servicing Function Participant with the Servicing Criteria applicable to such
Person, and (ii) the Certificate Administrator shall confirm that each
assessment submitted pursuant to Section 11.12 is coupled with an attestation
meeting the requirements of this Section and notify the Depositor of any
exceptions. None of the Master Servicers, the Special Servicers, the Certificate
Administrator, the Primary Servicers, the Trustee or any Servicing Function
Participant shall be required to deliver, or to endeavor to cause the delivery
of, such reports until May 1 in the case of the Master Servicers, the Special
Servicers, the Certificate Administrator, the Primary Servicers or the Trustee,
or April 1 in the case of any Servicing Function Participant, in any given year
so long as it has received written confirmation from the Depositor that a Form
10-K is not required to be filed in respect of the Trust for the preceding
fiscal year.

          SECTION 11.13A. USAP Alternative.

          Notwithstanding any contrary provision of Section 11.12 and Section
11.13, with respect to each year in respect of which both (a) the Trust is not
required to file reports with the Commission under the Exchange Act and (b) if


                                     -281-



such Person is the applicable Master Servicer, the applicable Primary Servicer
or the applicable Special Servicer for any Serviced Non-Pooled Pari Passu
Companion Loan held by a trust fund formed in connection with an Other
Securitization, such trust fund is not required to file reports with the
Commission under the Exchange Act, each Master Servicer, each Primary Servicer
(but only with the consent of the applicable Master Servicer) and each Special
Servicer will be entitled at its option, at its expense, in lieu of delivering
or causing to be delivered a report on an assessment of compliance with the
Relevant Servicing Criteria otherwise required to be delivered by such Person
under Section 11.12 and a related attestation report of a registered public
accounting firm otherwise required to be delivered by such Person under Section
11.13, to cause a firm of independent public accountants that is a member of the
American Institute of Certified Public Accountants to render and to deliver
(which delivery shall be made not later than the date when such report on an
assessment of compliance and such attestation report would have been required to
be delivered) a statement to the Trustee, the Certificate Administrator, the
Depositor, the Underwriters, the Controlling Class Representative and (only if
such delivery is being made with respect to the applicable Master Servicer or
Primary Servicer for the related Serviced Mortgage Loan Group) the respective
Serviced Non-Pooled Mortgage Loan Noteholder(s), to the effect that such firm
has examined the servicing operations of such Master Servicer or Primary
Servicer, as the case may be, for the previous calendar year and that, on the
basis of such examination, conducted substantially in compliance with USAP, such
firm confirms that such Master Servicer or the Primary Servicer, as the case may
be, has complied during such previous calendar year with the minimum servicing
standards (to the extent applicable to commercial and multifamily mortgage
loans) identified in USAP in all material respects, except for such significant
exceptions or errors in records that, in the opinion of such firm, USAP requires
it to report. In rendering its report such firm may rely, as to matters relating
to the direct servicing of securitized commercial and multifamily mortgage loans
by sub-servicers, upon comparable reports of firms of independent certified
public accountants rendered on the basis of examinations conducted in accordance
with the same standards (rendered within one year of such report) with respect
to those sub-servicers.

          SECTION 11.14. Indemnification.

          Each of the Master Servicers, the Special Servicers, the Primary
Servicers, the Trustee and the Certificate Administrator (each an "Indemnifying
Party") shall indemnify and hold harmless each other and each Certification
Party and its affiliates (and, if applicable to such Indemnifying Party, any
comparable party in an Other Securitization), their respective directors and
officers, and each other person who controls any such entity within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act
(each a "Certification Indemnitee"), against any and all expenses, losses,
claims, damages and other liabilities, including without limitation the costs of
investigation, legal defense and any amounts paid in settlement of any claim or
litigation arising out of or based upon failure to perform its obligations under
this Article XI. Each Master Servicer, each Special Servicer, each Primary
Servicer, the Certificate Administrator and the Trustee shall (a) use reasonable
efforts to cause each Additional Servicer or other Servicing Function
Participant (other than a party to this Agreement or to a Primary Servicing
Agreement) with which it has entered into a servicing relationship on or prior
to the Closing Date with respect to the Mortgage Loans and (b) cause each
Additional Servicer or other Servicing Function Participant (other than a party
to this Agreement or to a Primary Servicing Agreement) with which it has entered
into a servicing relationship after the Closing Date with respect to the
Mortgage Loans, to indemnify and hold harmless each Certification Indemnitee
(and any comparable party in an Other Securitization) 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 Indemnitee arising out of a breach of its obligations to provide
any of the annual compliance statements or annual assessment of servicing
criteria or attestation reports pursuant to this Agreement, or the applicable
sub-servicing or primary servicing agreement, as applicable.

          If the indemnification provided for herein is unavailable or
insufficient to hold harmless any Certification Indemnitee, then the applicable
Master Servicer, the applicable Special Servicer, the applicable Primary
Servicer and the Certificate Administrator, each Additional Servicer or other
Servicing Function Participant referred to in the paragraph above (the
"Performing Party") shall (and the applicable Master Servicer, the applicable
Special Servicer, the applicable Primary Servicer, the Certificate Administrator
and the Trustee shall (a) use reasonable efforts to cause each Additional
Servicer or other Servicing Function Participant with which it has entered into
a servicing relationship on or prior to the Closing Date with respect to the
Mortgage Loans (other than a party to this Agreement or to a Primary Servicing
Agreement) and (b) cause each Additional Servicer or other Servicing Function
Participant with which it has entered into


                                     -282-



a servicing relationship after the Closing Date with respect to the Mortgage
Loans (other than a party to this Agreement or to a Primary Servicing
Agreement), to) contribute to the amount paid or payable to the Certification
Indemnitee as a result of the losses, claims, damages or liabilities of the
Certification Indemnitee in such proportion as is appropriate to reflect the
relative fault of the Certification Indemnitee on the one hand and the
Performing Party on the other in connection with a breach of the Performing
Party's obligations pursuant to this Article XI (or breach of its
representations or 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 otherwise comply
with the requirements of this Article XI) or the Performing Party's negligence,
bad faith or willful misconduct in connection therewith. Each Master Servicer,
each Special Servicer, each Primary Servicer, the Certificate Administrator and
the Trustee shall (a) use reasonable efforts to cause each Additional Servicer
or Servicing Function Participant with which it has entered into a servicing
relationship on or prior to the Closing Date with respect to the Mortgage Loans
(other than a party to this Agreement or to a Primary Servicing Agreement) and
(b) cause each Additional Servicer or Servicing Function Participant with which
it has entered into a servicing relationship after the Closing Date with respect
to the Mortgage Loans (other than a party to this Agreement or to a Primary
Servicing Agreement), to agree to the foregoing indemnification and contribution
obligations. In no event shall any indemnification payment to which any party is
entitled to under this Section 11.14 be paid from the assets of the Trust Fund.
It is acknowledged that the party identified as Prudential Mortgage Capital
Company LLC ("PMCC") on the Schedule of Designated Sub-Servicers attached hereto
as Schedule III is not a Sub-Servicer, Additional Servicer or Servicing Function
Participant and PAR shall have no obligation to cause PMCC to perform any
obligations set forth in this Article XI, shall not be imputed with any
knowledge of PMCC for performance of its duties hereunder, and shall have no
obligation to indemnify any Certification Indemnities for any action or failure
to act by PMCC, so long as PAR does not cause PMCC to perform any activities
that would that would cause PMCC to qualify as a Servicing Function Participant
hereunder.

          SECTION 11.15. Amendments.

          This Article XI may be amended by the parties hereto pursuant to
Section 12.01 (without, in each case, any Opinions of Counsel, Officer's
Certificates, Rating Agency Confirmations (other than Section 11.11, 11.12 and
11.13) or the consent of any Certificateholder, notwithstanding anything to the
contrary contained in this Agreement) for purposes of complying with Regulation
AB and/or to conform to standards developed within the commercial mortgage
backed securities market.

          SECTION 11.16. Exchange Act Report Signatures.

          Each Form 8-K report and Form 10-D report shall be signed by the
Depositor, or, if so directed by the Depositor, by the Certificate Administrator
pursuant to a power of attorney provided to the Certificate Administrator by the
Depositor in accordance with procedures to be agreed upon by the Depositor and
the Certificate Administrator and meeting the requirements of Regulation S-K.
The Depositor shall provide its signature or power of attorney to the
Certificate Administrator by electronic or fax transmission (with hard copy to
follow by overnight mail) no later than the 13th calendar day following the
related Distribution Date for Form 10-D, and not later than noon on the date of
filing for Form 8-K (provided, that in each case the Certificate Administrator
shall not file the related form until the Depositor has given its approval
thereof). If a Form 8-K or Form 10-D cannot be filed on time or if a previously
filed Form 8-K or Form 10-D needs to be amended, the Certificate Administrator
will follow the procedures set forth in this Article XI. The signing party at
the Depositor can be contacted at Bear Stearns Commercial Mortgage Securities
Inc., 383 Madison Avenue, New York, New York 10179, Attention: J. Christopher
Hoeffel (with a copy to Joseph Jurkowski, Esq., telecopy number: (917)
849-1179), and the signing party at the Certificate Administrator, if
applicable, can be contacted at Wells Fargo Bank, National Association, 9062 Old
Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust Services
(CMBS) Bear Stearns Commercial Mortgage Securities Inc., Series 2006-PWR14.

          The Certificate Administrator shall have no liability for any loss,
expense, damage or claim arising out of or with respect to its having signed any
Form 8-K or Form 10-D if the power of attorney provided to it by the Depositor
pursuant to the immediately preceding paragraph was not properly prepared, not
resulting from its own negligence, bad faith or willful misconduct.


                                     -283-



          SECTION 11.17. Termination of the Trustee, the Certificate
                         Administrator and Sub-Servicers.

          (a) Each of the Master Servicers, the Special Servicers, the Primary
Servicers, the Certificate Administrator and the Trustee shall terminate, in
accordance with the related sub-servicing agreement, any Sub-Servicer with which
it has entered into such sub-servicing agreement, and such Master Servicer shall
terminate the applicable Primary Servicer in accordance with the terms of the
applicable Primary Servicing Agreement, if such Sub-Servicer or such Primary
Servicer, as the case may be, is in breach of any of its obligations under such
sub-servicing agreement or the applicable Primary Servicing Agreement, as the
case may be, whose purpose is to facilitate compliance by the Depositor of the
reporting requirements of the Exchange Act or with the provisions of Regulation
AB and the related rules and regulations of the Commission.

          (b) Notwithstanding anything to the contrary contained in this
Agreement, the Depositor may immediately terminate the Certificate Administrator
if the Certificate Administrator fails to comply with any of its obligations
under this Article XI; provided that such termination shall not be effective
until a successor trustee or Certificate Administrator, as the case may be,
shall have accepted the appointment; provided further that the Certificate
Administrator may not be terminated due to its failure to properly prepare or
file on a timely basis any Form 8-K, Form 10-K or Form 10-D or any amendments to
such Forms or any Form 12b-25 where such failure results from the Certificate
Administrator's inability or failure to receive, within the exact time frames
set forth in this Agreement any information, approval, direction or signature
from any other party hereto needed to prepare, arrange for execution or file any
such Form 8-K, Form 10-K or Form 10-D or any amendments to such forms or any
form 12b-25 not resulting from its own negligence, bad faith or willful
misconduct.


                                     -284-



                                   ARTICLE XII

                            MISCELLANEOUS PROVISIONS

          SECTION 12.01. Amendment.

          (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the Non-Pooled Mortgage Loan Noteholders, (i) to
cure any ambiguity, (ii) to correct, modify or supplement any provision herein
which may be inconsistent with any other provision herein or to correct any
error, (iii) to make any other provisions with respect to matters or questions
arising hereunder which shall not be inconsistent with the then existing
provisions hereof, (iv) as evidenced by an Opinion of Counsel delivered to the
Trustee, the Master Servicers and the Special Servicers, to relax or eliminate
(A) any requirement hereunder imposed by the REMIC Provisions (if the REMIC
Provisions are amended or clarified such that any such requirement may be
relaxed or eliminated) or (B) any transfer restriction imposed on the
Certificates pursuant to Section 5.02(b) or Section 5.02(c) (if applicable law
is amended or clarified such that any such restriction may be relaxed or
eliminated), (v) as evidenced by an Opinion of Counsel delivered to the Trustee,
either (X) to comply with any requirements imposed by the Code or any successor
or amendatory statute or any temporary or final regulation, revenue ruling,
revenue procedure or other written official announcement or interpretation
relating to federal income tax laws or any such proposed action which, if made
effective, would apply retroactively to any REMIC Pool or any Grantor Trust Pool
at least from the effective date of such amendment, or (Y) to avoid the
occurrence of a prohibited transaction or to reduce the incidence of any tax
that would arise from any actions taken with respect to the operation of any
REMIC Pool or any Grantor Trust Pool, (vi) subject to Section 5.02(d)(iv), to
modify, add to or eliminate any of the provisions of Section 5.02(d)(i), (ii) or
(iii), (vii) to avoid an Adverse Rating Event with respect to any Class of Rated
Certificates; or (viii) for the purpose of causing continued sale treatment of
the transfer of the Pooled Mortgage Loans to the Trust by the Depositor and/or
the continued sale treatment of the transfer of any of the Pooled Mortgage Loans
to the Depositor by any Pooled Mortgage Loan Seller under applicable standards
of the Financial Accounting Standards Board (or any successor thereto) as in
effect from time to time; provided that (I) no such amendment may significantly
change the activities of the Trust insofar as such change would adversely affect
the status of the Trust as a "qualifying special purpose entity" under the
Financial Accounting Standards Board's Statement No. 140, entitled "Accounting
for Transfers and Servicing of Financial Assets and Extinguishment of
Liabilities" (issued in September 2002), as amended, without the consent of the
Holders of Certificates entitled to not less than 51% of all the Voting Rights
(without regard to Certificates held by Depositor, any of the Depositor's
Affiliates and /or agents or any Pooled Mortgage Loan Sellers or their
Affiliates); and (II) any such amendment for the specific purposes described in
clause (iii), (iv), (vii), (viii) above shall not adversely affect in any
material respect the interests of any Certificateholder or any third-party
beneficiary of this Agreement or of any provision hereof, as evidenced by the
Trustee's and Certificate Administrator's receipt of an Opinion of Counsel to
that effect (or, alternatively, in the case of a Class of Rated Certificates, a
written confirmation from each Rating Agency to the effect that such amendment
shall not result in an Adverse Rating Event with respect to any Class of Rated
Certificates rated by such Rating Agency, or, alternatively, in the case of a
Serviced Non-Pooled Pari Passu Mortgage Loan Noteholder as a third party
beneficiary of this Agreement, a written confirmation from each applicable
Rating Agency for any related Non-Pooled Pari Passu Companion Loan Securities
then outstanding to the effect that such amendment shall not result in an
Adverse Rating Event with respect to any class of such Non-Pooled Pari Passu
Companion Loan Securities rated by such applicable Rating Agency); (III) with
respect to any such amendment for the specific purposes described in clause
(iii) above, the Trustee and the Certificate Administrator shall receive a
written confirmation from each Rating Agency to the effect that such amendment
shall not result in an Adverse Rating Event with respect to any Class of Rated
Certificates rated by such Rating Agency and, if a Serviced Mortgage Loan Group
that includes one or more Serviced Non-Pooled Pari Passu Loans is then serviced
and administered hereunder, also shall receive a written confirmation from each
applicable Rating Agency for such Non-Pooled Pari Passu Companion Loan
Securities to the effect that such amendment shall not result in an Adverse
Rating Event with respect to any class of such Non-Pooled Pari Passu Companion
Loan Securities rated by such applicable Rating Agency; and (IV) no such
amendment may adversely affect any Serviced Non-Pooled Subordinate Noteholder
related to any Serviced Mortgage Loan Group then serviced and administered under
this Agreement without the written consent of such Serviced Non-Pooled


                                      -285-



Subordinate Noteholder. This Agreement may also be amended from time to time by
the mutual agreement of the parties hereto, without the consent of any of the
Certificateholders, as and to the extent provided by Article XI.

          (b) This Agreement may also be amended from time to time by the mutual
agreement of the parties hereto, with the consent of the Holders of Certificates
entitled to not less than 66-2/3% of the Voting Rights allocated to all of the
Classes that are materially affected by the amendment and without the consent of
any of the Non-Pooled Mortgage Loan Noteholders, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
this Agreement or of modifying in any manner the rights of the Holders of
Certificates; provided, however, that no such amendment shall (i) reduce in any
manner the amount of, or delay the timing of, payments received or advanced on
the Pooled Mortgage Loans and/or REO Properties which are required to be
distributed on any Certificate, without the consent of the Holder of such
Certificate, (ii) adversely affect in any material respect the interests of the
Holders of any Class of Certificates in a manner other than as described in
clause (i) above, without the consent of the Holders of all Certificates of such
Class, (iii) modify the provisions of this Section 12.01 or the definition of
"Servicing Standard", without the consent of the Holders of all Certificates
then outstanding, (iv) significantly change the activities of the Trust, without
the consent of the Holders of Certificates entitled to not less than 51% of all
the Voting Rights (not taking into account Certificates held by the Depositor or
any Pooled Mortgage Loan Seller or any of their respective Affiliates or
agents), (v) adversely affect in any material respect the interests of any
third-party beneficiary of this Agreement or of any provision herein, without
the consent of such third-party beneficiary or (vi) adversely affect any
Serviced Non-Pooled Subordinate Noteholder related to any Serviced Mortgage Loan
Group then serviced and administered under this Agreement without the written
consent of such Serviced Non-Pooled Subordinate Noteholder. The Trustee shall
not agree to amend any Pooled Mortgage Loan Purchase Agreement in any manner
that would adversely affect in any material respect the interests of the Holders
of any Class of Certificates, except with the consent of the Holders of all
Certificates of such Class. Notwithstanding any other provision of this
Agreement, for purposes of the giving or withholding of consents pursuant to
this Section 12.01, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to the matters described above as they would if registered in the name
of any other Person.

          (c) Notwithstanding any contrary provision of this Agreement, none of
the Certificate Administrator, the Trustee, the Master Servicers or the Special
Servicers shall consent to any amendment to this Agreement unless it shall first
have obtained or been furnished with an Opinion of Counsel to the effect that
neither such amendment nor the exercise of any power granted to any party hereto
in accordance with such amendment will result in an Adverse REMIC Event with
respect to any REMIC Pool or an Adverse Grantor Trust Event with respect to any
Grantor Trust Pool.

          (d) Promptly after the execution and delivery of any amendment by all
parties thereto, the Certificate Administrator shall deliver a copy thereof to
each Certificateholder, each Rating Agency and each Serviced Non-Pooled Mortgage
Loan Noteholder.

          (e) It shall not be necessary for the consent of Certificateholders
under this Section 12.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

          (f) The Trustee and the Certificate Administrator each may but shall
not be obligated to enter into any amendment pursuant to this Section 12.01 that
affects its rights, duties and immunities under this Agreement or otherwise.

          (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 12.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 12.01(a) or (c) shall be payable out of
the Distribution Account.


                                      -286-



          (h) Notwithstanding any contrary provision of this Section, the
parties shall not enter into any amendment of this Agreement that would be
reasonably likely to have an adverse effect on a Primary Servicer's rights and
duties under the applicable Primary Servicing Agreement, unless such Primary
Servicer has consented to such amendment (such consent not to be unreasonably
withheld or delayed).

          SECTION 12.02. 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 Trustee at the expense of the Trust (payable out of the
Distribution Account), but only if (i) a Master Servicer or Special Servicer, as
applicable, determines in its reasonable good faith judgment, that such
recordation materially and beneficially affects the interests of the
Certificateholders and so informs the Trustee in writing and (ii) the
Controlling Class Representative consents.

          (b) For the purpose of facilitating the recordation of this Agreement
as herein provided and for other purposes, this Agreement may be executed
simultaneously in any number of counterparts, each of which counterparts shall
be deemed to be an original, and such counterparts shall constitute but one and
the same instrument.

          SECTION 12.03. Limitation on Rights of Certificateholders.

          (a) The death or incapacity of any Certificateholder or Non-Pooled
Mortgage Loan Noteholder shall not operate to terminate this Agreement or the
Trust, nor entitle such Certificateholder's or Non-Pooled Mortgage Loan
Noteholder's legal representatives or heirs to claim an accounting or to take
any action or proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.

          (b) No Certificateholder or Non-Pooled Mortgage Loan Noteholder shall
have any right to vote (except as expressly provided for herein) or in any
manner otherwise control the operation and management of the Trust Fund, or the
obligations of the parties hereto, nor shall anything herein set forth, or
contained in the terms of the Certificates, be construed so as to constitute the
Certificateholders and/or Non-Pooled Mortgage Loan Noteholders from time to time
as partners or members of an association; nor shall any Certificateholder or
Non-Pooled Mortgage Loan Noteholder be under any liability to any third party by
reason of any action taken by the parties to this Agreement pursuant to any
provision hereof.

          (c) No Certificateholder or Non-Pooled Mortgage Loan Noteholder 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 Person
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 entitled to at least 25% of the Voting Rights (in the case of a
Certificateholder) or the related Non-Pooled Mortgage Loan Noteholder, as the
case may be, 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. 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 any other Holders of 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


                                      -287-



enforcement of the provisions of this Section 12.03, each and every
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

          SECTION 12.04. Governing Law.

          This Agreement and the Certificates shall be construed in accordance
with the substantive laws of the State of New York applicable to agreements made
and to be performed entirely in said State, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws. The parties hereto intend that the provisions of Section 5-1401 of the New
York General Obligations Law shall apply to this Agreement.

          SECTION 12.05. Notices.

          Any communications provided for or permitted hereunder shall be in
writing (including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to or, in the case of
telecopy notice, when received: (i) in the case of the Depositor, 383 Madison
Avenue, New York, New York 10179, Attention: J. Christopher Hoeffel (with a copy
to Joseph Jurkowski, Esq., telecopy number: (917) 849-1179); (ii) in the case of
PAR as a Master Servicer, Prudential Asset Resources Inc., 2200 Ross Avenue,
Suite 4900E, Dallas, Texas, 75201, Attention: C. Todd Moore, telecopy number:
(214) 777-4556; (iii) in the case of WFB as a Master Servicer, Wells Fargo Bank,
National Association, 45 Fremont Street, 2nd Floor, San Francisco, California
94105, Attention: Commercial Mortgage Servicing (with a copy to Robert F.
Darling, Esq., Wells Fargo Bank, National Association, 633 Folsom Street, 7th
Floor, San Francisco, California 94111); (iv) in the case of the General Special
Servicer, ARCap Servicing, Inc., 5221 N. O'Connor Boulevard, Suite 600, Irving,
Texas 75039, Attention: Paul Smyth, telecopy number (972) 868-5490 (with a copy
to Chris Crouch, ARCap Servicing, Inc., 5221 N. O'Connor Boulevard, Suite 600,
Irving, Texas 75039, telecopy number (972) 580-5490); (v) in the case of each
Loan Specific Special Servicer, Prudential Asset Resources Inc., 2200 Ross
Avenue, Suite 4900E, Dallas, Texas, 75201, Attention: C. Todd Moore, telecopy
number: (214) 777-4556; (vi) in the case of WFB as the Certificate Registrar,
Certificate Administrator and Tax Administrator, Wells Fargo Bank, National
Association, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Administration (CMBS), Bear Stearns Commercial Mortgage
Securities Inc., 2006-PWR14, telecopy number: (410) 715-2380; (vii) in the case
of the Trustee, LaSalle Bank National Association, 135 South LaSalle, Suite
1625, Chicago, Illinois 60603, Attention: Global Securitization and Trust
Services Group, Bear Stearns Commercial Mortgage Securities Inc., 2006-PWR14,
telecopy number: (312) 904-2084; (viii) in the case of the Rating Agencies, (A)
Fitch, Inc., One State Street Plaza, New York, New York 10004, Attention:
Commercial Mortgage Surveillance, and (B) Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc. 55 Water Street, New York, New York
10041, Attention: Commercial Mortgage Surveillance, telecopy number: (212)
438-2657; (ix) in the case of Nationwide Life Insurance Company as Primary
Servicer, Nationwide Life Insurance Company, One Nationwide Plaza, 34th Floor,
Columbus, Ohio 43215-2220, Attention: Thomas Farrell, facsimile number: (614)
249-4247; (x) in the case of Principal Global Investors, LLC as Primary
Servicer, Principal Global Investors, LLC, 801 Grand Avenue, Des Moines, Iowa
50392-0700, Attention: Steven Johnson, Managing Director, Commercial Mortgage
Servicing, facsimile number: (515) 246-4970 (with a copy to Leanne S. Valentine,
Esq., at the same address); and (xi) in the case of any Pooled Mortgage Loan
Seller, the address for notices to such Pooled Mortgage Loan Seller under the
related Pooled Mortgage Loan Purchase Agreement; or as to each such Person such
other address and/or telecopy number as may hereafter be furnished by such
Person to the parties hereto in writing. Any communication required or permitted
to be delivered to a Certificateholder shall be deemed to have been duly given
when mailed first class, postage prepaid, to the address of such Holder as shown
in the Certificate Register.

          In addition, any and all notices and communications to the Depositor
under Article XI shall be delivered both by the means and in the manner set
forth in the prior paragraph and by the means set forth in Section 11.07.

          SECTION 12.06. 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
covenant(s), agreement(s), provision(s) or term(s) shall be deemed severable


                                      -288-



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 12.07. Successors and Assigns; Beneficiaries.

          The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto, their respective successors and assigns and,
as third party beneficiaries (with all right to enforce the obligations
hereunder intended for their benefit as if a party hereto), the Underwriters,
the Designated Sub-Servicers and the non-parties referred to in Sections 6.03,
8.05, and Section 3.22(f) and all such provisions shall inure to the benefit of
the Certificateholders. Each of the Designated Sub-Servicers shall be a
third-party beneficiary to the obligations of a successor Master Servicer under
Section 3.22; provided that the sole remedy for any claim by a Designated
Sub-Servicer as third party beneficiary pursuant to this Section 12.07 shall be
against a successor Master Servicer in its corporate or company capacity and no
such Designated Sub-Servicer shall have any rights or claims against the Trust
Fund or any party hereto (other than such successor Master Servicer) as a result
of any rights conferred on such Designated Sub-Servicer as a third-party
beneficiary under this Section 12.07. The Non-Pooled Mortgage Loan Noteholders
(other than any Non-Pooled Mortgage Loan Noteholder that is same Person as or an
Affiliate of the related Borrower) and any designees thereof acting on behalf of
or exercising the rights of such Non-Pooled Mortgage Loan Noteholders shall be
third-party beneficiaries to this Agreement with respect to their rights as
specifically provided for herein.

          SECTION 12.08. 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 12.09. Notices to and from the Rating Agencies and the
Depositor.

          (a) The Trustee (or, with respect to items (v) and (vii) below, the
Certificate Administrator) shall promptly provide notice to each Rating Agency
and the Depositor (and, with respect to items (i), (ii) and (iii) below, each
Serviced Non-Pooled Mortgage Loan Noteholder; provided that notice with respect
to item (ii) below shall be given within one Business Day of the Trustee's
actual knowledge thereof) with respect to each of the following of which a
Responsible Officer of the Trustee has actual knowledge:

               (i) any material change or amendment to this Agreement;

               (ii) the occurrence of any Event of Default that has not been
     cured;

               (iii) the resignation, termination, merger or consolidation of
     any Master Servicer or Special Servicer and the appointment of a successor;

               (iv) the appointment, resignation or removal of a Fiscal Agent;

               (v) any change in the location of the Distribution Account, the
     Interest Reserve Account or the Excess Liquidation Proceeds Account;

               (vi) any repurchase or substitution of a Mortgage Loan by a
     Pooled Mortgage Loan Seller as contemplated by Section 2.03; and

               (vii) the final payment to any Class of Certificateholders.


                                      -289-



          (b) Each Master Servicer shall promptly provide notice to each Rating
Agency and the Depositor with respect to each of the following of which it has
actual knowledge:

               (i) the resignation or removal of the Trustee and the appointment
     of a successor; and

               (ii) any change in the location of its Collection Account, any
     Companion Note Custodial Account or any Subordinate Note Custodial Account
     maintained by it, as applicable.

          (c) Each of the Master Servicers and the Special Servicers shall
promptly furnish (in hard copy format or through use of a Master Servicer's
internet website), to each Rating Agency copies of the following items (in each
case, at or about the same time that it delivers or causes the delivery of such
item to the Trustee):

               (i) each of its annual compliance statements and annual
     compliance assessments delivered under Section 11.11 and Section 11.12;

               (ii) each of the attestation reports of a public accounting firm
     regarding such servicer delivered under Section 11.13 and each USAP report
     of a public accounting firm delivered under Section 11.13A in lieu of an
     annual compliance assessment and related attestation report otherwise
     required;

               (iii) each report prepared pursuant to Section 3.09(e); and

               (iv) to the extent so required by a Rating Agency to confirm any
     rating assigned thereby to any Class of Rated Certificates or any class of
     Non-Pooled Pari Passu Companion Loan Securities such other information in
     the possession of the applicable Master Servicer and/or Special Servicer as
     such Rating Agency may reasonably request.

          (d) The Certificate Administrator shall promptly deliver or otherwise
make available to each Rating Agency (in hard copy format or through use of the
Certificate Administrator's internet website) a copy of each Certificateholder
Report forwarded to the Holders of the Certificates (in each case, at or about
the same time that it delivers such Certificateholder Report to such Holders).
Any Restricted Servicer Reports delivered electronically as aforesaid shall be
accessible on the Certificate Administrator's internet website on a restricted
basis.

          (e) The parties intend that each Rating Agency provide to the Trustee,
upon request, a listing of the then-current rating (if any) assigned by such
Rating Agency to each Class of Certificates then outstanding.

          SECTION 12.10. Notices to Controlling Class Representative.

          The Trustee, the Master Servicers and the Special Servicers shall each
deliver to the Controlling Class Representative a copy of each notice or other
item of information such Person is required to deliver to the Rating Agencies
pursuant to Section 12.09, in each case simultaneously with the delivery thereof
to the Rating Agencies, to the extent not already delivered to the Controlling
Class Representative pursuant to this Agreement.

          SECTION 12.11. Complete Agreement.

          This Agreement embodies the complete agreement among the parties and
may not be varied or terminated except by a written agreement conforming to the
provisions of Section 12.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.


                                      -290-



          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.

                                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                                   Depositor


                                By:
                                    --------------------------------------------
                                Name:
                                Title:

                                PRUDENTIAL ASSET RESOURCES, INC.
                                   a Master Servicer and Loan Specific Special
                                   Servicer


                                By:
                                    --------------------------------------------
                                Name:
                                Title:

                                WELLS FARGO BANK, NATIONAL ASSOCIATION
                                   a Master Servicer


                                By:
                                    --------------------------------------------
                                Name:
                                Title:

                                ARCAP SERVICING, INC.
                                   General Special Servicer


                                By:
                                     -------------------------------------------
                                Name:
                                Title:


                                       PSA



                                WELLS FARGO BANK, NATIONAL ASSOCIATION
                                   Solely in its capacity as Certificate
                                   Administrator and Tax Administrator


                                By:
                                    --------------------------------------------
                                Name:
                                Title:

                                LASALLE BANK NATIONAL ASSOCIATION
                                   Trustee


                                By:
                                    --------------------------------------------
                                Name:
                                Title:


                                       PSA



Although not a party to this Agreement, Principal Global Investors, LLC hereby
executes this Agreement to affirm its obligations under Sections 3.01, 3.03(b),
3.03(d), 3.08, 3.11, 3.20 and 3.22 and Article XI:

PRINCIPAL GLOBAL INVESTORS, LLC


By:
    ------------------------------------
Name:
Title:


By:
    ------------------------------------
Name:
Title:


                                       PSA



STATE OF ___________________   )
                               ) ss.:
COUNTY OF _________________    )

          On the ______ day of December 2006, before me, a notary public in and
for said State, personally appeared __________________, personally known to me
to be a _________________ of _________________________________________, one of
the entities that executed the within instrument, and also known to me to be the
person who executed it on behalf of such entity, and acknowledged to me that
such entity executed the within instrument.

          IN WITNESS WHEREOF, I have hereunto set my hand and affixed my
official seal the day and year in this certificate first above written.


                                        ----------------------------------------
                                                    Notary Public

[Notarial Seal


                               Notary Page to PSA




                                   EXHIBIT A-1

FORM OF CLASS A-1, A-2, A-3, A-AB, A-4, A-1A, A-M, A-J, B, C, D, E, F, G, H, J,
                K, L, M, N, O, P, X-1, X-2 AND X-W CERTIFICATES

                   CLASS [__] COMMERCIAL MORTGAGE PASS-THROUGH
                         CERTIFICATE, SERIES 2006-PWR14

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

Pass-Through Rate: [____%                 Class [Principal Balance] [Notional
per annum][Variable]                      Amount] of the Class [__] Certificates
                                          as of the Closing Date: $__________

Closing Date: December 19, 2006           Initial Certificate [Principal
                                          Balance] [Notional Amount] of this
                                          Certificate as of the Closing Date:
                                          $__________

First Distribution Date:                  Aggregate Stated Principal Balance of
January 11, 2007                          the Pooled Mortgage Loans as of the
                                          Closing Date ("Initial Pool Balance"):
                                          $2,468,142,608

Master Servicer and Loan-Specific         Trustee:
Special Servicer:                         LaSalle Bank National Association
Prudential Asset Resources, Inc.

Master Servicer:                          Certificate Administrator and Tax
Wells Fargo Bank, National Association    Administrator:
                                          Wells Fargo Bank, National Association

General Special Servicer:                 CUSIP No.:
ARCap Servicing, Inc.                     ISIN No.:  ________________

Certificate No. [___] -___


                                      A-1-1



[FOR BOOK-ENTRY CERTIFICATES][UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION ("DTC"), TO THE CERTIFICATE ADMINISTRATOR OR ANY AGENT THEREOF FOR
REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

[FOR PRIVATE CERTIFICATES][THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES OR BLUE SKY LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED
STATES, ITS TERRITORIES AND POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER
DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION
OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH
REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS AND SALES MUST
COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR STEARNS
COMMERCIAL MORTGAGE SECURITIES INC., LASALLE BANK NATIONAL ASSOCIATION,
PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL ASSOCIATION, ARCAP
SERVICING, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR


                                      A-1-2



ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES ONE OR
MORE "REGULAR INTERESTS" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" (A
"REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE").

[FOR SUBORDINATE CERTIFICATES][THIS CERTIFICATE IS SUBORDINATE TO ONE OR MORE
CLASSES OF CERTIFICATES OF THE SAME SERIES AS AND TO THE EXTENT DESCRIBED IN THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

[FOR PRINCIPAL BALANCE CERTIFICATES][THE OUTSTANDING CERTIFICATE PRINCIPAL
BALANCE HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ABOVE.]

[FOR CLASS X-1, CLASS X-2 AND CLASS X-W] CERTIFICATES][THE OUTSTANDING
CERTIFICATE NOTIONAL AMOUNT HEREOF AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN
ABOVE. THIS CERTIFICATE DOES NOT HAVE A CERTIFICATE PRINCIPAL BALANCE AND WILL
NOT ENTITLE THE HOLDER HEREOF TO DISTRIBUTIONS OF PRINCIPAL.]

[FOR REGULATION S GLOBAL CERTIFICATES][PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE LATER OF (A) THE CLOSING DATE AND (B) THE COMMENCEMENT OF THE INITIAL
OFFERING OF THE CERTIFICATES IN RELIANCE ON REGULATION S, THIS CERTIFICATE MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR
TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED. NO BENEFICIAL OWNERS OF
THIS CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENT OF PRINCIPAL OR INTEREST
HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE BEEN DELIVERED PURSUANT TO THE
TERMS OF THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.]

          This certifies that [FOR BOOK-ENTRY CERTIFICATES: CEDE & CO.][FOR
DEFINITIVE CERTIFICATES: [_______]] is the registered owner of the Percentage
Interest evidenced by this Certificate (obtained by dividing the [principal
balance][notional amount] of this Certificate (its "Certificate [Principal
Balance][Notional Amount]") as of the Closing Date by the aggregate [principal
balance][notional amount] of all the Class [_] Certificates (their "Class
[Principal Balance][Notional Amount]") as of the Closing Date) in that certain
beneficial ownership interest in the Trust Fund evidenced by all the Class [_]
Certificates. The Trust Fund was created and the Certificates were issued
pursuant to a Pooling and Servicing Agreement, dated as of December 1, 2006 (the
"Agreement"), among Bear Stearns Commercial Mortgage


                                      A-1-3



Securities Inc., as depositor (the "Depositor," which term includes any
successor entity under the Agreement), Prudential Asset Resources, Inc., as a
master servicer (in such capacity, a "Master Servicer," which term includes any
successor entity under the Agreement) and as special servicer of the South Bay
Galleria Loan Group (in such capacity, the "Loan-Specific Special Servicer,"
which term includes any successor entity under the Agreement), Wells Fargo Bank,
National Association, as a master servicer (in such capacity, a "Master
Servicer," which term includes any successor entity under the Agreement), as
certificate administrator (in such capacity, the "Certificate Administrator,"
which term includes any successor entity under the Agreement) and as tax
administrator (in such capacity, the "Tax Administrator," which term includes
any successor entity under the Agreement), ARCap Servicing, Inc., as general
special servicer (in such capacity, the "General Special Servicer," which term
includes any successor entity under the Agreement), and LaSalle Bank National
Association, as trustee (the "Trustee," which term includes any successor entity
under the Agreement), a summary of certain of the pertinent provisions of which
is set forth hereafter. To the extent not defined herein, capitalized terms used
herein have the respective meanings assigned thereto in the Agreement. This
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Certificate
by virtue of its acceptance hereof assents and by which such Holder is bound. In
the event that there is any conflict between any provision of this Certificate
and any provision of the Agreement, such provision of this Certificate shall be
superseded to the extent of such inconsistency.

          Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the 11th day of such month (or, if such
11th day is not a Business Day, on the next succeeding Business Day), to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to all the Holders of the Class [_] Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five 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), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate [FOR PRINCIPAL BALANCE CERTIFICATES][(determined without regard
to any possible future reimbursement of any portion of any Realized Loss or
Additional Trust Fund Expense previously allocated to this Certificate)] will be
made in like manner, but only upon presentation and surrender of this
Certificate at the offices of the Certificate Registrar or such other location
specified in the notice to the Holder hereof of such final distribution.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Accounts,
the Reserve Accounts, the Interest Reserve Account, the Excess


                                      A-1-4



Liquidation Proceeds Account, the REO Account (if established), the Companion
Note Custodial Account(s), the Subordinate Note Custodial Accounts(s) and any
other accounts established pursuant to the Agreement may be made from time to
time for purposes other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          [FOR PRINCIPAL BALANCE CERTIFICATES][Any distribution to the Holder of
this Certificate in reduction of the Certificate Principal Balance hereof is
binding on such Holder and all future Holders of this Certificate and any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such distribution is made upon this
Certificate.]

          This Certificate is issuable in fully registered form only without
interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          [FOR PRIVATE CERTIFICATES][No transfer, sale, pledge or other
disposition of this Certificate or any interest herein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration
and/or qualification requirements of the Securities Act and any applicable
securities or blue sky laws of any state or other jurisdiction within the United
States, its territories and possessions, or is otherwise made in accordance with
the Securities Act and such other securities or blue sky laws. If a transfer of
this Certificate is to be made without registration under the Securities Act,
then (except in limited circumstances specified in the Agreement) the
Certificate Registrar shall refuse to register such transfer unless it receives
(and, upon receipt, may conclusively rely upon) either: (i) a certificate from
the Certificateholder desiring to effect such transfer substantially in the form
attached as Exhibit F-1 to the Agreement and a certificate from such
Certificateholder's prospective Transferee substantially in the form attached
either as Exhibit F-2A or as Exhibit F-2B to the Agreement; or (ii) an Opinion
of Counsel satisfactory to the Certificate Administrator to the effect that such
prospective Transferee is an Institutional Accredited Investor or a Qualified
Institutional Buyer and such transfer may be made without registration under the
Securities Act (which Opinion of Counsel shall not be an expense of the Trust
Fund, the Depositor, either Master Servicer, any Special Servicer, the Trustee,
the Certificate Administrator, the Tax Administrator or the Certificate
Registrar in their respective capacities as such), together with the written
certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.]

          [FOR PRIVATE CERTIFICATES][If this Certificate constitutes a Rule 144A
Global Certificate and a transfer of any interest in this Certificate is to be
made without registration under the Securities Act, then (except under limited
circumstances specified in the Agreement) the Certificate Owner desiring to
effect such transfer shall be required to obtain either (i) a certificate from
such Certificate Owner's prospective Transferee substantially in the form
attached as Exhibit F-2C to the Agreement, or (ii) an Opinion of Counsel to the
effect that such prospective Transferee is a Qualified Institutional Buyer and
such transfer may be made without registration under the Securities Act. Except
as discussed below or under such other


                                      A-1-5



limited circumstances as are provided in the Agreement, if this Certificate
constitutes a Rule 144A Global Certificate, then interests herein shall not be
transferred to any Person who takes delivery in the form of an interest in
anything other than a Rule 144A Global Certificate.]

          [FOR PRIVATE CERTIFICATES][Except under such limited circumstances as
are provided in the Agreement, if this Certificate constitutes a Regulation S
Global Certificate, then beneficial interests in this Certificate shall not be
transferred to any Person other than a non-United States Securities Person who
takes delivery in the form of a beneficial interest in this Certificate. If the
transfer occurs on or prior to the Release Date, then the Certificate Owner
desiring to effect such transfer shall be required to obtain from such
Certificate Owner's prospective Transferee a written certification substantially
in the form attached as Exhibit F-2D to the Agreement. On or prior to the
Release Date, beneficial interests in any Regulation S Global Certificate may be
held only through Euroclear or Clearstream. After the Release Date, beneficial
interests in any Regulation S Global Certificate may be held through Euroclear,
Clearstream or any other direct account holder at DTC.]

          [FOR PRIVATE CERTIFICATES][Notwithstanding the foregoing, any interest
in a Rule 144A Global Certificate may be transferred by any Certificate Owner
holding such interest to any Institutional Accredited Investor (other than a
Qualified Institutional Buyer) who takes delivery in the form of a Definitive
Certificate of the same Class as such Global Certificate upon delivery to the
Certificate Registrar and the Certificate Administrator of (i) such
certifications and/or opinions as are contemplated above with respect to
transfers of this Certificate in definitive form and (ii) such written orders
and instructions as are required under the applicable procedures of the
Depository, Clearstream and/or Euroclear to direct the Certificate Administrator
to debit the account of a Depository Participant by a denomination of interests
in such Global Certificate. Upon delivery to the Certificate Registrar of the
certifications and/or opinions contemplated above with respect to transfers of
this Certificate in definitive form, the Certificate Administrator, subject to
and in accordance with the applicable procedures of the Depository, shall reduce
the denomination of the subject Global Certificate, and cause a Definitive
Certificate of the same Class as such Global Certificate, and in a denomination
equal to the reduction in the denomination of such Global Certificate, to be
executed, authenticated and delivered in accordance with this Agreement to the
applicable Transferee.]

          [FOR PRIVATE CERTIFICATES][None of the Depositor, the Initial
Purchasers, the Certificate Administrator, the Trustee, the Master Servicers,
the Special Servicers, the Tax Administrator or the Certificate Registrar is
obligated to register or qualify the Class [_] Certificates under the Securities
Act or any other securities law or to take any action not otherwise required
under the Agreement to permit the transfer of this Certificate or any interest
herein without registration or qualification. Any Certificateholder or
Certificate Owner desiring to effect a transfer of this Certificate or any
interest herein shall, and does hereby agree to, indemnify the Depositor, the
Initial Purchasers, the Certificate Administrator, the Trustee, each Master
Servicer, each Special Servicer, the Tax Administrator and the Certificate
Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws or the provisions
described above.]


                                      A-1-6



          [FOR BOOK-ENTRY CERTIFICATES][The Global Certificates shall be
deposited with the Certificate Administrator as custodian for the Depository and
registered in the name of Cede & Co. as nominee of the Depository.]

          No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is
directly or indirectly purchasing this Certificate or any interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a non-exempt violation of Section 406 or
407 of ERISA or Section 4975 of the Code or would result in the imposition of an
excise tax under Section 4975 of the Code. [FOR PRIVATE CERTIFICATES][Except in
limited circumstances, the Certificate Registrar shall refuse to register the
transfer of this Certificate (and, if applicable, any Certificate Owner shall
refuse to transfer an interest in this Certificate), unless it has received from
the prospective Transferee (i) a certification to the effect that such
prospective Transferee is not a Plan and is not directly or indirectly
purchasing this Certificate on behalf of, as named fiduciary of, as trustee of,
or with assets of a Plan; or (ii) a certification to the effect that the
purchase and holding of this Certificate by such prospective Transferee are
exempt from the prohibited transaction provisions of Sections 406(a) and (b) and
407 of ERISA and the excise taxes on such prohibited transactions imposed under
Section 4975 (a) and (b) of the Code, by reason of Sections I and III of
Prohibited Transaction Class Exemption 95-60; or (iii) if this Certificate is
investment grade rated and is being acquired by, on behalf of or with assets of
a Plan in reliance upon Prohibited Transaction Exemption 90-30 or 90-24, a
certification to the effect that such Plan (X) is an accredited investor as
defined in Rule 501(a)(1) of Regulation D of the Securities Act, (Y) is not
sponsored (within the meaning of Section 3(16)(B) of ERISA) by the Trustee, the
Certificate Administrator, the Depositor, any Pooled Mortgage Loan Seller,
either Master Servicer, any Special Servicer, either Primary Servicer, any
Sub-Servicer, any Person responsible for the servicing of a Non-Trust-Serviced
Pooled Mortgage Loan, any Exemption-Favored Party or any Borrower with respect
to Pooled Mortgage Loans constituting more than 5% of the aggregate unamortized
principal of all the Pooled Mortgage Loans determined as of the Closing Date, or
by an Affiliate of any such Person, and (Z) agrees that it will obtain from each
of its Transferees a written certification described in clause (i) above, a
written certification described in clause (ii) above or a written representation
that such Transferee satisfies the requirements of the immediately preceding
clauses (iii)(X) and (iii)(Y), together with a written agreement that such
Transferee will obtain from each of its Transferees a similar written
certification or representation; or (iv) a certification of facts and an Opinion
of Counsel which otherwise establish to the reasonable satisfaction of the
Trustee (or, if applicable, the Certificate Owner effecting the transfer) that
such transfer will not result in a violation of Section 406 or 407 of ERISA or
Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code.]

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate


                                      A-1-7



Registrar duly executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Certificates of the same Class in
authorized denominations evidencing the same aggregate Percentage Interest will
be issued to the designated transferee or transferees.

          No service charge will be imposed for any transfer or exchange of this
Certificate, but the Certificate Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

          [FOR BOOK-ENTRY CERTIFICATES][Notwithstanding the foregoing, for so
long as this Certificate is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC, transfers of
interests in this Certificate shall be made through the book-entry facilities of
DTC, and accordingly, this Certificate shall constitute a Book-Entry
Certificate.]

          The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Administrator, the Tax Administrator, the Certificate
Registrar and any agent of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Administrator, the Tax Administrator or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Tax Administrator, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
payment (or provision for payment) to the Certificateholders of all amounts held
by the Certificate Administrator on behalf of the Trustee and required to be
paid to them pursuant to the Agreement following the earlier of (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Pooled Mortgage Loan or REO Property remaining in the Trust Fund; (ii) the
purchase by one or both Master Servicers, the General Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Pooled Mortgage Loans and each REO Property remaining in the Trust Fund; and
(iii) the exchange by the Sole Certificateholder(s) of all the Certificates for
all Pooled Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, either or both Master Servicers, the
General Special Servicer or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders to purchase from the Trust Fund
all the Pooled Mortgage Loans and each REO Property remaining therein. The
exercise of such right may effect early retirement of the Certificates; however,
such right to purchase is subject to the aggregate Stated Principal Balance of
the Mortgage Pool at the time of purchase being 1.0% or less of the Initial Pool
Balance.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the parties to the Agreement with the consent of the Holders of
Certificates entitled to not less than 66-2/3% of the Voting Rights


                                      A-1-8



allocated to all of the Classes materially affected by the amendment and, if
adversely affected by the amendment, any third-party beneficiary. Any such
consent by the Holder of this Certificate shall be conclusive and binding on
such Holder and upon all future Holders of this Certificate and of any
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof, in certain limited
circumstances, including any amendment necessary to maintain the status of any
REMIC Pool as a REMIC, without the consent of the Holders of any of the
Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                      A-1-9



          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on its behalf by the Certificate Registrar.

                                              WELLS FARGO BANK, N.A.
                                              not in its individual capacity but
                                              solely as Certificate Registrar


                                          By:
                                              ----------------------------------
                                              Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class [_] Certificates referred to in the
within-mentioned Agreement.

Dated:

                                              WELLS FARGO BANK, N.A.
                                              not in its individual capacity but
                                              solely as Authenticating Agent


                                          By:
                                              ----------------------------------
                                              Authorized Representative


                                     A-1-10



                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
    (please print or typewrite name and address including postal zip code of
                                   assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

          I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
_______________________________________.

Dated:


                                          --------------------------------------
                                          Signature by or on behalf of Assignor


                                          --------------------------------------
                                          Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The Assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to _______)
and all applicable statements and notices should be mailed to _________________.

          This information is provided by _____________________________________,
the Assignee named above, or __________________________________________________,
as its agent.


                                     A-1-11



              [FOR BOOK ENTRY-CERTIFICATES INSERT THIS SCHEDULE A]

                                   SCHEDULE A

                    SCHEDULE OF EXCHANGES IN GLOBAL SECURITY

    The following exchanges of a part of this Global Security have been made:



                                                                                               Signature of
                         Amount of               Amount of           Principal Amount of    authorized officer
                   Decrease in Principal   Increase in Principal    this Global Security       of Trustee or
                   Amount of this Global   Amount of this Global      following such            securities
Date of Exchange         Security                Security          decrease (or increase)        custodian
--------------------------------------------------------------------------------------------------------------





                                     A-1-12



                                   EXHIBIT A-2

                          FORM OF CLASS R CERTIFICATES

                           CLASS R COMMERCIAL MORTGAGE
                   PASS-THROUGH CERTIFICATE, SERIES 2006-PWR14

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

Closing Date: December 19, 2006          Percentage Interest evidenced by
                                         this Class R Certificate: ___%

First Distribution Date:                 Aggregate Stated Principal Balance of
January 11, 2007                         the Pooled Mortgage Loans as of the
                                         Closing
                                         Date ("Initial Pool Balance"):
                                         $2,468,142,608

Master Servicer and Loan-Specific        Trustee:
Special Servicer:
Prudential Asset Resources, Inc.         LaSalle Bank National Association
Master Servicer:                         Certificate Administrator and Tax
Wells Fargo Bank, National Association   Administrator:
                                         Wells Fargo Bank, National Association

General Special Servicer:
ARCap Servicing, Inc.

Certificate No. R-___


                                      A-2-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES OR BLUE SKY LAWS OF
ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR STEARNS
COMMERCIAL MORTGAGE SECURITIES INC., LASALLE BANK NATIONAL ASSOCIATION,
PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL ASSOCIATION, ARCAP
SERVICING, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE EVIDENCES
OWNERSHIP OF THE "RESIDUAL INTEREST" IN MULTIPLE "REAL ESTATE MORTGAGE
INVESTMENT CONDUITS" (EACH A "REMIC") AS THOSE TERMS ARE DEFINED, RESPECTIVELY,
IN SECTIONS 860G AND 860D OF THE CODE. CONSEQUENTLY, TRANSFER OF THIS
CERTIFICATE IS ALSO SUBJECT TO THE ADDITIONAL TAX RELATED TRANSFER RESTRICTIONS
DESCRIBED HEREIN. IF ANY PERSON BECOMES THE REGISTERED HOLDER OF THIS
CERTIFICATE IN VIOLATION OF SUCH TRANSFER RESTRICTIONS, SUCH REGISTRATION SHALL
BE DEEMED TO BE OF NO LEGAL FORCE OR EFFECT WHATSOEVER AND SUCH PERSON SHALL NOT
BE DEEMED TO BE A CERTIFICATEHOLDER FOR ANY PURPOSE HEREUNDER OR UNDER THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN, INCLUDING, BUT NOT LIMITED
TO, THE RECEIPT OF DISTRIBUTIONS, IF ANY, ON THIS CERTIFICATE.


                                      A-2-2



          This certifies that __________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (as specified above) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class R Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2006 (the "Agreement"), among Bear Stearns Commercial Mortgage Securities Inc.,
as depositor (the "Depositor," which term includes any successor entity under
the Agreement), Prudential Asset Resources, Inc., as a master servicer (in such
capacity, a "Master Servicer," which term includes any successor entity under
the Agreement) and as special servicer of the South Bay Galleria (in such
capacity, the "Loan-Specific Special Servicer," which term includes any
successor entity under the Agreement), Wells Fargo Bank, National Association,
as a master servicer (in such capacity, a "Master Servicer," which term includes
any successor entity under the Agreement) and as special servicer of the South
Bay Galleria Loan Group (as "Special Servicer," which term includes any
successor entity under the Agreement), as certificate administrator (in such
capacity, the "Certificate Administrator," which term includes any successor
entity under the Agreement) and as tax administrator (in such capacity, the "Tax
Administrator," which term includes any successor entity under the Agreement),
ARCap Servicing, Inc., as general special servicer (in such capacity, the
"General Special Servicer," which term includes any successor entity under the
Agreement), and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein have the respective
meanings assigned thereto in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound. In the event that there is any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

          Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the 11th day of such month (or, if such
11th day is not a Business Day, on the next succeeding Business Day), to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to all the Holders of the Class R Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five 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), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.


                                      A-2-3



          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Accounts,
the Reserve Accounts, the Interest Reserve Account, the Excess Liquidation
Proceeds Account, the REO Account (if established), the Companion Note Custodial
Account(s), the Subordinate Note Custodial Accounts(s) and any other accounts
established pursuant to the Agreement may be made from time to time for purposes
other than, and, in certain cases, prior to, distributions to
Certificateholders, such purposes including the reimbursement of advances made,
or certain expenses incurred, with respect to the Mortgage Loans and the payment
of interest on such advances and expenses.

          This Certificate is issuable in fully registered form only without
interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable securities or blue sky laws of any state
or other jurisdiction within the United States, its territories and possessions,
or is otherwise made in accordance with the Securities Act and such other
securities or blue sky laws. If a transfer of this Certificate is to be made
without registration under the Securities Act, then (except in limited
circumstances specified in the Agreement) the Certificate Registrar shall refuse
to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached as Exhibit F-2A to the Agreement;
or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to
the effect that such prospective Transferee is a Qualified Institutional Buyer
and such transfer may be made without registration under the Securities Act
(which Opinion of Counsel shall not be an expense of the Trust Fund, the
Depositor, either Master Servicer, any Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

          None of the Depositor, the Initial Purchasers, the Certificate
Administrator, the Trustee, the Master Servicers, the Special Servicers, the Tax
Administrator or the Certificate Registrar is obligated to register or qualify
the Class R Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, the Underwriters, the Certificate Administrator,
the Trustee, each Master Servicer, each Special Servicer, the Tax Administrator
and the Certificate Registrar against any liability that may result if the
transfer is not so exempt or is not made in accordance with such federal and
state laws or the provisions described in the six preceding paragraphs.


                                      A-2-4



          No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is
directly or indirectly purchasing this Certificate or any interest herein on
behalf of, as named fiduciary of, as trustee of, or with assets of a Plan, if
the purchase and holding of this Certificate or such interest herein by the
prospective Transferee would result in a violation of Section 406 or 407 of
ERISA or Section 4975 of the Code or would result in the imposition of an excise
tax under Section 4975 of the Code. Except in limited circumstances, the
Certificate Registrar shall refuse to register the transfer of this Certificate
unless it has received from the prospective Transferee either: (i) a
certification to the effect that such prospective Transferee is not a Plan and
is not directly or indirectly purchasing this Certificate on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan; or (ii) a certification
of facts and an Opinion of Counsel which otherwise establish to the reasonable
satisfaction of the Trustee that such transfer will not result in a violation of
Section 406 or 407 of ERISA or Section 4975 of the Code or result in the
imposition of an excise tax under Section 4975 of the Code.

          Each Person who has or who acquires any Ownership Interest in this
Certificate shall be deemed by its acceptance or acquisition of such Ownership
Interest to have agreed to be bound by the provisions of Section 5.02(d) of the
Agreement and, if any purported Transferee shall become a Holder of this
Certificate in violation of the provisions of such Section 5.02(d), to have
irrevocably authorized the Certificate Administrator (i) to deliver payments to
a Person other than such Person and (ii) to negotiate the terms of any mandatory
disposition, to execute all instruments of Transfer and to do all other things
necessary in connection with any such disposition. Each Person holding or
acquiring any Ownership Interest in this Certificate must be a Permitted
Transferee and shall promptly notify the Certificate Administrator and the Tax
Administrator of any change or impending change in its status as a Permitted
Transferee. In connection with any proposed Transfer of any Ownership Interest
in this Certificate, the Certificate Registrar shall require delivery to it, and
shall not register the Transfer of this Certificate until its receipt of, an
affidavit and agreement substantially in the form attached as Exhibit H-1 to the
Agreement (a "Transfer Affidavit and Agreement") from the proposed Transferee,
representing and warranting, among other things, that such Transferee is a
Permitted Transferee, that it is not acquiring its Ownership Interest in this
Certificate as a nominee, trustee or agent for any Person that is not a
Permitted Transferee. Notwithstanding the delivery of a Transfer Affidavit and
Agreement by a proposed Transferee, if a Responsible Officer of either the
Certificate Registrar or the Certificate Administrator has actual knowledge that
the proposed Transferee is not a Permitted Transferee, no Transfer of an
Ownership Interest in this Certificate to such proposed Transferee shall be
effected. In connection therewith, the Certificate Registrar shall not register
the transfer of an Ownership Interest in this Certificate to any entity
classified as a partnership under the Code unless at the time of transfer, all
of its beneficial owners are United States Securities Persons.

          Each Person holding or acquiring any Ownership Interest in this
Certificate shall agree (x) to require a Transfer Affidavit and Agreement from
any other Person to whom such Person attempts to transfer its Ownership Interest
herein and (y) not to transfer its Ownership Interest herein unless it provides
to the Certificate Registrar a certificate substantially in the form


                                      A-2-5



attached as Exhibit H-2 to the Agreement stating that, among other things, it
has no actual knowledge that such other Person is not a Permitted Transferee.
Each Person holding or acquiring an Ownership Interest in this Certificate, by
purchasing such Ownership Interest herein, agrees to give the Certificate
Administrator and the Tax Administrator written notice that it is a
"pass-through interest holder" within the meaning of temporary Treasury
Regulation Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring such Ownership
Interest, if it is, or is holding such Ownership Interest on behalf of, a
"pass-through interest holder."

          If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator to
confirm that, it has (i) sole investment discretion with respect to each such
account and (ii) full power to make the acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.

          The provisions of Section 5.02(d) of the Agreement may be modified,
added to or eliminated, provided that there shall have been delivered to the
Certificate Administrator and the Tax Administrator the following: (a) written
confirmation from each Rating Agency to the effect that the modification of,
addition to or elimination of such provisions will not result in an Adverse
Rating Event; and (b) an Opinion of Counsel, in form and substance satisfactory
to the Certificate Administrator and the Tax Administrator, to the effect that
such modification of, addition to or elimination of such provisions will not
cause any REMIC Pool to cease to qualify as a REMIC or be subject to an
entity-level tax caused by the Transfer of a Class R Certificate to a Person
that is not a Permitted Transferee, or cause a Person other than the prospective
Transferee to be subject to a REMIC-related tax caused by the Transfer of a
Class R Certificate to a Person that is not a Permitted Transferee.

          A "Permitted Transferee" is any Transferee other than a "Disqualified
Organization", a "Disqualified Non-United States Tax Person" or a "Disqualified
Partnership" (each as defined in the Agreement) and other than a foreign
permanent establishment or fixed base (each within the meaning of any applicable
income tax treaty) of a United States Tax Person or any other Person as to whom
the transfer of this Certificate may cause any REMIC Pool to fail to qualify as
a REMIC at any time that any Certificate is outstanding.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No service charge will be imposed for any transfer or exchange of this
Certificate, but the Certificate Administrator or the Certificate Registrar may
require payment of a sum


                                      A-2-6



sufficient to cover any tax or other governmental charge that may be imposed in
connection with any transfer or exchange of this Certificate.

          The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Administrator, the Tax Administrator, the Certificate
Registrar and any agent of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Administrator, the Tax Administrator or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Tax Administrator, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
payment (or provision for payment) to the Certificateholders of all amounts held
by the Certificate Administrator on behalf of the Trustee and required to be
paid to them pursuant to the Agreement following the earlier of (i) the final
payment or other liquidation (or any advance with respect thereto) of the last
Pooled Mortgage Loan or REO Property remaining in the Trust Fund; (ii) the
purchase by one or both Master Servicers, the General Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund; and (iii)
the exchange by the Sole Certificateholder(s) of all the Certificates for all
Pooled Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, either or both Master Servicers, the
General Special Servicer or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders to purchase from the Trust Fund
all the Mortgage Loans and each REO Property remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the parties to the Agreement with the consent of the Holders of
Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to
all of the Classes materially affected by the amendment and, if adversely
affected by the amendment, any third-party beneficiary. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, including any
amendment necessary to maintain the status of any REMIC Pool as a REMIC, without
the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.


                                      A-2-7



          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                      A-2-8



          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on its behalf by the Certificate Registrar.

                                         WELLS FARGO BANK, N.A.
                                         not in its individual capacity but
                                         solely as Certificate Registrar


                                     By:
                                         ---------------------------------------
                                         Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class R Certificates referred to in the
within-mentioned Agreement.

Dated:

                                         WELLS FARGO BANK, N.A.
                                         not in its individual capacity but
                                         solely as Authenticating Agent


                                     By:
                                         ---------------------------------------
                                         Authorized Representative


                                      A-2-9



                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
          (please print or typewrite name and address including postal
                              zip code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

          I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address: _____________________________________________________________
________________________________________________________________________________

Dated:


                                     -------------------------------------------
                                     Signature by or on behalf of Assignor


                                     -------------------------------------------
                                     Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The Assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to _______)
_____________________________________________________________________ and all
applicable statements and notices should be mailed to _________________________.

          This information is provided by, ____________________________________,
the Assignee named above, or, _________________________________________________,
as its agent.


                                     A-2-10



                                   EXHIBIT A-3

                          FORM OF CLASS V CERTIFICATES

                           CLASS V COMMERCIAL MORTGAGE
                   PASS-THROUGH CERTIFICATE, SERIES 2006-PWR14

This is one of a series of commercial mortgage pass-through certificates
(collectively, the "Certificates"), issued in multiple classes (each, a
"Class"), which series of Certificates evidences the entire beneficial ownership
interest in a trust fund (the "Trust Fund") consisting primarily of a pool of
multifamily and commercial mortgage loans (the "Mortgage Loans"), such pool
being formed and sold by

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.

Closing Date:  December 19, 2006          Percentage Interest evidenced by this
                                          Class V Certificate:  ______%

First Distribution Date:                  Aggregate Stated Principal Balance of
January 11, 2007                          the Pooled Mortgage Loans as of the
                                          Closing Date ("Initial Pool Balance")
                                          : $2,468,142,608

Master Servicer and Loan-Specific Special Trustee:
Servicer:                                 LaSalle Bank National Association
Prudential Asset Resources, Inc.
Master Servicer:                          Certificate Administrator and Tax
Wells Fargo Bank, National Association    Administrator:
                                          Wells Fargo Bank, National Association

General Special Servicer:
ARCap Servicing, Inc.

Certificate No. V-___


                                     A-3-1



THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES OR BLUE SKY LAWS OF
ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES, ITS TERRITORIES AND
POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER DISPOSITION OF THIS
CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH REGISTRATION OR QUALIFICATION
MAY BE MADE ONLY IN A TRANSACTION WHICH DOES NOT REQUIRE SUCH REGISTRATION OR
QUALIFICATION AND WHICH IS IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION OUTSIDE OF
THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS AND SALES MUST
COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO ANY
RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS SUBJECT TO
THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR
SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), OR
(B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING THIS CERTIFICATE OR
SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF, OR WITH
ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR
ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF THE
POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR STEARNS
COMMERCIAL MORTGAGE SECURITIES INC., LASALLE BANK NATIONAL ASSOCIATION,
PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL ASSOCIATION, ARCAP
SERVICING, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE
NOR ANY OF THE UNDERLYING MORTGAGE LOANS IS GUARANTEED BY ANY AGENCY OR
INSTRUMENTALITY OF THE UNITED STATES OR ANY OTHER PERSON.

THIS CERTIFICATE IS ENTITLED ONLY TO CERTAIN ADDITIONAL INTEREST (IF ANY)
RECEIVED IN RESPECT OF THE ARD LOANS, SUBJECT TO THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

          This certifies that __________________ is the registered owner of the
Percentage Interest evidenced by this Certificate (as specified above) in that
certain beneficial ownership interest in the Trust Fund evidenced by all the
Class V Certificates. The Trust Fund was created and the Certificates were
issued pursuant to a Pooling and Servicing Agreement, dated as of December 1,
2006 (the "Agreement"), among Bear Stearns Commercial Mortgage Securities Inc.,
as depositor (the "Depositor," which term includes any successor entity under
the


                                     A-3-2



Agreement), Prudential Asset Resources, Inc., as a master servicer (in such
capacity, a "Master Servicer," which term includes any successor entity under
the Agreement) and as special servicer of the South Bay Galleria Loan Group (in
such capacity, the "Loan-Specific Special Servicer," which term includes any
successor entity under the Agreement), which term includes any successor entity
under the Agreement), Wells Fargo Bank, National Association, as a master
servicer (in such capacity, a "Master Servicer," which term includes any
successor entity under the Agreement), as certificate administrator (in such
capacity, the "Certificate Administrator," which term includes any successor
entity under the Agreement) and as tax administrator (in such capacity, the "Tax
Administrator," which term includes any successor entity under the Agreement),
ARCap Servicing, Inc., as general special servicer (in such capacity, the
"General Special Servicer," which term includes any successor entity under the
Agreement), and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), a summary of
certain of the pertinent provisions of which is set forth hereafter. To the
extent not defined herein, capitalized terms used herein have the respective
meanings assigned thereto in the Agreement. This Certificate is issued under and
is subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Certificate by virtue of its acceptance hereof
assents and by which such Holder is bound. In the event that there is any
conflict between any provision of this Certificate and any provision of the
Agreement, such provision of this Certificate shall be superseded to the extent
of such inconsistency.

          Pursuant to the terms of the Agreement, beginning on the First
Distribution Date specified above, distributions will be made on that date (the
"Distribution Date") each month that is the 11th day of such month (or, if such
11th day is not a Business Day, on the next succeeding Business Day), to the
Person in whose name this Certificate is registered at the close of business on
the last Business Day of the month immediately preceding the month of such
distribution (the "Record Date"), in an amount equal to the product of the
Percentage Interest evidenced by this Certificate and the amount required to be
distributed to all the Holders of the Class V Certificates on the applicable
Distribution Date pursuant to the Agreement. All distributions made under the
Agreement on this Certificate will be made by the Certificate Administrator by
wire transfer of immediately available funds to the account of the Person
entitled thereto at a bank or other entity having appropriate facilities
therefor, if such Certificateholder shall have provided the Certificate
Administrator with wiring instructions no less than five 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), or otherwise by
check mailed to the address of such Certificateholder as it appears in the
Certificate Register. Notwithstanding the foregoing, the final distribution on
this Certificate will be made in like manner, but only upon presentation and
surrender of this Certificate at the offices of the Certificate Registrar or
such other location specified in the notice to the Holder hereof of such final
distribution.

          The Certificates are limited in right of distribution to certain
collections and recoveries respecting the Mortgage Loans, all as more
specifically set forth herein and in the Agreement. As provided in the
Agreement, withdrawals from the Distribution Account, the Collection Accounts,
the Reserve Accounts, the Interest Reserve Account, the Excess Liquidation
Proceeds Account, the REO Account (if established), the Companion Note Custodial
Account(s), the Subordinate Note Custodial Accounts(s) and any other accounts
established pursuant to the Agreement may be made from time to time for purposes
other than, and, in


                                     A-3-3



certain cases, prior to, distributions to Certificateholders, such purposes
including the reimbursement of advances made, or certain expenses incurred, with
respect to the Mortgage Loans and the payment of interest on such advances and
expenses.

          This Certificate is issuable in fully registered form only without
interest coupons. As provided in the Agreement and subject to certain
limitations therein set forth, this Certificate is exchangeable for new
Certificates of the same Class in authorized denominations evidencing the same
aggregate Percentage Interest, as requested by the Holder surrendering the same.

          No transfer, sale, pledge or other disposition of this Certificate or
any interest herein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration and/or qualification requirements of
the Securities Act and any applicable securities or blue sky laws of any state
or other jurisdiction within the United States, its territories and possessions,
or is otherwise made in accordance with the Securities Act and such other
securities or blue sky laws. If a transfer of this Certificate is to be made
without registration under the Securities Act, then (except in limited
circumstances specified in the Agreement) the Certificate Registrar shall refuse
to register such transfer unless it receives (and, upon receipt, may
conclusively rely upon) either: (i) a certificate from the Certificateholder
desiring to effect such transfer substantially in the form attached as Exhibit
F-1 to the Agreement and a certificate from such Certificateholder's prospective
Transferee substantially in the form attached as Exhibit F-2A to the Agreement;
or (ii) an Opinion of Counsel satisfactory to the Certificate Administrator to
the effect that such prospective Transferee is a Qualified Institutional Buyer
and such transfer may be made without registration under the Securities Act
(which Opinion of Counsel shall not be an expense of the Trust Fund, the
Depositor, either Master Servicer, any Special Servicer, the Trustee or the
Certificate Registrar in their respective capacities as such), together with the
written certification(s) as to the facts surrounding such transfer from the
Certificateholder desiring to effect such transfer and/or such
Certificateholder's prospective Transferee on which such Opinion of Counsel is
based.

          None of the Depositor, the Initial Purchasers, the Certificate
Administrator, the Trustee, the Master Servicers, the Special Servicers, the Tax
Administrator or the Certificate Registrar is obligated to register or qualify
the Class V Certificates under the Securities Act or any other securities law or
to take any action not otherwise required under the Agreement to permit the
transfer of this Certificate or any interest herein without registration or
qualification. Any Certificateholder or Certificate Owner desiring to effect a
transfer of this Certificate or any interest herein shall, and does hereby agree
to, indemnify the Depositor, the Underwriters, the Trustee, the Certificate
Administrator, the Tax Administrator, each Master Servicer, each Special
Servicer and the Certificate Registrar against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws or the provisions described in the six preceding paragraphs.

          No transfer of this Certificate or any interest herein shall be made
(A) to any retirement plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, including insurance company general accounts, that is subject to ERISA
or Section 4975 of the Code (each, a "Plan"), or (B) to any Person who is
directly or indirectly purchasing this Certificate or any interest herein on
behalf of, as named


                                     A-3-4



fiduciary of, as trustee of, or with assets of a Plan, if the purchase and
holding of this Certificate or such interest herein by the prospective
Transferee would result in a violation of Section 406 or 407 of ERISA or Section
4975 of the Code or would result in the imposition of an excise tax under
Section 4975 of the Code. Except in limited circumstances, the Certificate
Registrar shall refuse to register the transfer of this Certificate unless it
has received from the prospective Transferee either (i) a certification to the
effect that such prospective Transferee is not a Plan and is not directly or
indirectly purchasing this Certificate on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan; or (ii) a certification of facts and an
Opinion of Counsel which otherwise establish to the reasonable satisfaction of
the Trustee that such transfer will not result in a violation of Section 406 or
407 of ERISA or Section 4975 of the Code or result in the imposition of an
excise tax under Section 4975 of the Code.

          If a Person is acquiring this Certificate as a fiduciary or agent for
one or more accounts, such Person shall be required to deliver to the
Certificate Registrar a certification to the effect that, and such other
evidence as may be reasonably required by the Certificate Administrator to
confirm that, it has (i) sole investment discretion with respect to each such
account and (ii) full power to make the acknowledgments, representations,
warranties, certifications and/or agreements with respect to each such account
described above in this Certificate.

          As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices of the Certificate Registrar, duly endorsed by, or
accompanied by a written instrument of transfer in the form satisfactory to the
Certificate Registrar duly executed by, the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Certificates of the same
Class in authorized denominations evidencing the same aggregate Percentage
Interest will be issued to the designated transferee or transferees.

          No service charge will be imposed for any transfer or exchange of this
Certificate, but the Certificate Administrator or the Certificate Registrar may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.

          The Depositor, the Master Servicers, the Special Servicers, the
Trustee, the Certificate Administrator, the Tax Administrator, the Certificate
Registrar and any agent of the Depositor, the Master Servicers, the Special
Servicers, the Trustee, the Certificate Administrator, the Tax Administrator or
the Certificate Registrar may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, and none of the Depositor, the
Master Servicers, the Special Servicers, the Trustee, the Certificate
Administrator, the Tax Administrator, the Certificate Registrar or any such
agent shall be affected by notice to the contrary.

          Subject to certain terms and conditions set forth in the Agreement,
the Trust Fund and the obligations created by the Agreement shall terminate upon
payment (or provision for payment) to the Certificateholders of all amounts held
by or on behalf of the Trustee and required to be paid to them pursuant to the
Agreement following the earlier of (i) the final


                                     A-3-5



payment or other liquidation (or any advance with respect thereto) of the last
Pooled Mortgage Loan or REO Property remaining in the Trust Fund; (ii) the
purchase by one or both Master Servicers, the General Special Servicer or any
single Controlling Class Certificateholder or group of Controlling Class
Certificateholders, at a price determined as provided in the Agreement, of all
the Mortgage Loans and each REO Property remaining in the Trust Fund; and (iii)
the exchange by the Sole Certificateholder(s) of all the Certificates for all
Pooled Mortgage Loans and each REO Property remaining in the Trust Fund. The
Agreement permits, but does not require, either or both Master Servicers, the
General Special Servicer or any single Controlling Class Certificateholder or
group of Controlling Class Certificateholders to purchase from the Trust Fund
all the Mortgage Loans and each REO Property remaining therein. The exercise of
such right will effect early retirement of the Certificates; however, such right
to purchase is subject to the aggregate Stated Principal Balance of the Mortgage
Pool at the time of purchase being less than 1.0% of the Initial Pool Balance.

          The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the parties to the Agreement with the consent of the Holders of
Certificates entitled to not less than 66-2/3% of the Voting Rights allocated to
all of the Classes materially affected by the amendment and, if adversely
affected by the amendment, any third-party beneficiary. Any such consent by the
Holder of this Certificate shall be conclusive and binding on such Holder and
upon all future Holders of this Certificate and of any Certificate issued upon
the transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent is made upon this Certificate. The Agreement also
permits the amendment thereof, in certain limited circumstances, including any
amendment necessary to maintain the status of any REMIC Pool as a REMIC, without
the consent of the Holders of any of the Certificates.

          Unless the certificate of authentication hereon has been executed by
the Certificate Registrar, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement or be valid for any purpose.

          The registered Holder hereof, by its acceptance hereof, agrees that it
will look solely to the Trust Fund (to the extent of its rights therein) for
distributions hereunder.

          This Certificate shall be construed in accordance with the laws of the
State of New York applicable to agreements negotiated, made and to be performed
entirely in said State, and the obligations, rights and remedies of the Holder
hereof shall be determined in accordance with such laws.


                                     A-3-6



          IN WITNESS WHEREOF, the Trustee has caused this Certificate to be duly
executed on its behalf by the Certificate Registrar.

                                            WELLS FARGO BANK, N.A.
                                            not in its individual capacity but
                                            solely as Certificate Registrar


                                        By:
                                            ------------------------------------
                                            Authorized Representative

                          CERTIFICATE OF AUTHENTICATION

          This is one of the Class V Certificates referred to in the
within-mentioned Agreement.

Dated:

                                            WELLS FARGO BANK, N.A.
                                            not in its individual capacity but
                                            solely as Authenticating Agent


                                        By:
                                            ------------------------------------
                                            Authorized Representative


                                     A-3-7



                                   ASSIGNMENT

          FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto _______________________________________________________________
________________________________________________________________________________
        (please print or typewrite name and address including postal zip
                               code of assignee)

the beneficial ownership interest in the Trust Fund evidenced by the within
Mortgage Pass-Through Certificate and hereby authorize(s) the registration of
transfer of such interest to assignee on the Certificate Register of the Trust
Fund.

          I (we) further direct the Certificate Registrar to issue a new
Mortgage Pass-Through Certificate of a like Percentage Interest and Class to the
above named assignee and deliver such Mortgage Pass-Through Certificate to the
following address:______________________________________________________________
________________________________________________________________________________

Dated:


                                           -------------------------------------
                                           Signature by or on behalf of Assignor


                                           -------------------------------------
                                           Signature Guaranteed

                            DISTRIBUTION INSTRUCTIONS

          The Assignee should include the following for purposes of
distribution:

          Distributions shall, if permitted, be made by wire transfer or
otherwise, in immediately available funds, to __________________________________
for the account of ____________________________________________________________.

          Distributions made by check (such check to be made payable to _______)
and all applicable statements and notices should be mailed to _________________.

          This information is provided by _____________________________________,
the Assignee named above, or __________________________________________________,
as its agent.


                                     A-3-8



                                    EXHIBIT B

                   LETTERS OF REPRESENTATIONS AMONG DEPOSITOR,
                CERTIFICATE ADMINISTRATOR AND INITIAL DEPOSITARY


                                      B-1




                          THE DEPOSITORY TRUST COMPANY
           A subsidiary of The Depository Trust & Clearing Corporation

                        ISSUER LETTER OF REPRESENTATIONS

           [To be Completed by Issuer and Co-Issuer(s), if applicable]
          Bear Stearns Commercial Mortgage Securities Trust 2006-PWR 14
                [Name of Issuer and Co-Issuer(s), if applicable]

                                   See Rider 1
       [Security Description, including series designation if applicable]

                                   See Rider 2
                        [CUSIP Number of the Securities]

                                                               December 18, 2006
                                                                          [Date]

[For Municipal Issues:

     Underwriting Department--Eligibility; 25th Floor]

[For Corporate Issues:

     General Counsel's Office; 22nd Floor]

THE DEPOSITORY TRUST COMPANY
55 Water Street
New York, NY 10041-0099

Ladies and Gentlemen:

     This letter sets forth our understanding with respect to the Securities
represented by the CUSIP number referenced above (the "Securities"). Issuer
requests that The Depository Trust Company ("DTC") accept the Securities as
eligible for deposit at DTC. The DTC Participant, See Rider 3 (manager, under-
writer, or placement agent) will distribute the securities through DTC.

     To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with DTC's Rules with respect to the Securities, Issuer
represents to DTC that Issuer will comply with the requirements applicable to it
stated in DTC's Operational Arrangements (found at www.dtec.com and
www.dtc.org), as they may be amended from time to time.

Note:                                  Very truly yours,
                                       Bear Stearns Commercial Mortgage
Schedule A contains statements that    Securities Trust 2006-PWR 14
DTC believes accurately describe DTC,
the method of effecting book-entry        By: Wells Fargo Bank, National
transfers of securities distributed    Association not in its individual
through DTC, and certain related       capacity, but solely as Certificate
matters.                               Administrator
                                       ----------------------------------------
Received and Accepted:                               (Issuer)
THE DEPOSITORY TRUST COMPANY


By: /s/ Lavy E. Thompson               By: /s/ Jennifer L Richardson
    ---------------------------------      ------------------------------------
                                           (Authorized Officer's Signature)

                                           Jennifer L. Richardson
                                           ------------------------------------
                                                       (Print Name)

                                       9062 Old Annapolis Road
                                                   (Street Address)

                                       Columbia   MD        USA       21045-1951
                                        (City)  (State)   (Country)   (Zip Code)

                                       (410) 884-2194
                                                    (Phone Number)

                                                      [Illegible]
                                                   (E-mail Address)

[DTCC(R) LOGO]
THE DEPOSITORY TRUST &
CLEARING CORPORATION                                                     [03/05]



                                                                      SCHEDULE A

                                           (TO ISSUER LETTER OF REPRESENTATIONS)

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
 (PREPARED BY DTC--BRACKETED MATERIAL MAY BE APPLICABLE ONLY TO CERTAIN ISSUES)

     1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an
authorized representative of DTC. One fully-registered Security certificate will
be issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue, and will be deposited with DTC. [If, however, the
aggregate principal amount of [any] issue exceeds $500 million, one certificate
will be issued with respect to each $500 million of principal amount, and an
additional certificate will be issued with respect to any remaining principal
amount of such issue.]

     2. DTC, the world's largest securities depository, is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides
asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 100
countries that DTC's participants ("Direct Participants") deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation,
Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation
(NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York
Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating:
AAA. The DTC Rules applicable to its Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com and www.dtc.org.

     3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.

     4. To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity

                                                                         [03/05]



of the Direct Participants to whose accounts such Securities are credited, which
may or may not be the Beneficial Owners. The Direct and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of their
customers.

     5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment the transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the Security documents. For example, Beneficial
Owners of Securities may wish to ascertain that the nominee holding the
Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners. In the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of notices be
provided directly to them.]

     [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

     7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or
vote with respect to Securities unless authorized by a Direct Participant in
accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

     8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent, on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

     [9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]

     10. DTC may discontinue providing its services as depository with respect
to the Securities at any time by giving reasonable notice to Issuer or Agent.
Under such circumstances, in the event that a successor depository is not
obtained, Security certificates are required to be printed and delivered.

     11. Issuer may decide to discontinue use of the system of book-entry-only
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered to DTC.

     12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.

                                                                         [03/05]



                          THE DEPOSITORY TRUST COMPANY
           A subsidiary of The Depository Trust & Clearing Corporation

                   REPRESENTATIONS FOR RULE 144A SECURITIES--
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS

Issuer Name: Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14

Description of Securities: Class X-1, Class X-2, Class X-W, Class B, Class C,
                           Class D, Class E, Class F, Class G and Class H
                           Certificates

CUSIP Number(s): See Rider 2

     1. Issuer represents that at the time of initial registration in the name
of DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,(1) eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS identification number that was different from any CUSIP or CINS
identification number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.

     2. Issuer represents that the Securities are: [NOTE: ISSUER MUST REPRESENT
ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

*    [an issue of nonconvertible debt securities or nonconvertible preferred
     stock which is rated in one of the top four categories by a nationally
     recognized statistical rating organization ("Investment Grade
     Securities").]

     3. If the Securities are not Investment-Grade Securities, Issuer and
Agent(2) acknowledge that if such Securities cease to be included in an SRO Rule
144A System during any period in which such Securities are Legally or
Contractually Restricted Securities, such Securities shall no longer be eligible
for DTC's services. Furthermore, DTC may discontinue providing its services as
securities depository with

----------
(1)  A "Legally Restricted Security" is a security that is a restricted
     security, as defined in Rule 144(a)(3). A "Contractually Restricted
     Security" is a security that upon issuance and continually thereafter can
     only be sold pursuant to Regulation S under the Securities Act, Rule 144A,
     Rule 144, or in a transaction exempt from the registration requirements of
     the Securities Act pursuant to Section 4 of the Securities Act and not
     involving any public offering; provided, however, that once the security
     is sold pursuant to the provisions of Rule 144, including Rule 144(k), it
     will thereby cease to be a "Contractually Restricted Security." For
     purposes of this definition, in order for a depositary receipt to be
     considered a "Legally or Contractually Restricted Security," the underlying
     security must also be a "Legally or Contractually Restricted Security."

(2)  Agent shall be defined as Depositary, Trustee, Trust Company, Transfer
     Agent or Paying Agent as such definition applies in the DTC Letter of
     Representations to which this rider may be attached.

[DTCC(R) LOGO]
THE DEPOSITORY TRUST &
CLEARING CORPORATION                                                Rider1-Jan05



respect to the Securities at any time by giving reasonable notice to Issuer or
Agent. Under any of the aforementioned circumstances, at DTC's request, Issuer
and Agent shall cooperate fully with DTC by taking appropriate action to make
available one or more separate certificates evidencing Securities to any DTC
Participant ("Participant") having Securities credited to its DTC accounts.

     4. Issuer and Agent acknowledge that, so long as Cede & Co. is a record
owner of the Securities, Cede & Co. shall be entitled to all applicable voting
rights and receive the full amount of all distributions payable with respect
thereto. Issuer and Agent acknowledge that DTC shall treat any Participant
having Securities credited to its DTC accounts as entitled to the full benefits
of ownership of such Securities. Without limiting the generality of the
preceding sentence, Issuer and Agent acknowledge that DTC shall treat any
Participant having Securities credited to its DTC accounts as entitled to
receive distributions (and voting rights, if any) in respect of the Securities,
and to receive from DTC certificates evidencing Securities. Issuer and Agent
recognize that DTC does not in any way undertake to, and shall not have any
responsibility to, monitor or ascertain the compliance of any transactions in
the Securities with any of the provisions: (a) of Rule 144A; (b) of other
exemptions from registration under the Securities Act or any other state or
federal securities laws; or (c) of the offering documents.

                                                                    Rider1-Jan05


                                       -2-



                          THE DEPOSITORY TRUST COMPANY
           A subsidiary of The Depository Trust & Clearing Corporation

                   REPRESENTATIONS FOR RULE 144A SECURITIES--
                 TO BE INCLUDED IN DTC LETTER OF REPRESENTATIONS

Issuer Name: Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14

Description of Securities: Class J, Class K, Class L, Class M, Class N, Class o
                           and Class p Certificates

CUSIP Number(s): See Rider 2

     1. Issuer represents that at the time of initial registration in the name
of DTC's nominee, Cede & Co., the Securities were Legally or Contractually
Restricted Securities,(1) eligible for transfer under Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act"), and identified by a
CUSIP or CINS identification number that was different from any CUSIP or CINS
identification number assigned to any securities of the same class that were not
Legally or Contractually Restricted Securities. Issuer shall ensure that a CUSIP
or CINS identification number is obtained for all unrestricted securities of the
same class that is different from any CUSIP or CINS identification number
assigned to a Legally or Contractually Restricted Security of such class, and
shall notify DTC promptly in the event that it is unable to do so. Issuer
represents that it has agreed to comply with all applicable information
requirements of Rule 144A.

     2. Issuer represents that the Securities are: [NOTE: ISSUER MUST REPRESENT
ONE OF THE FOLLOWING, AND SHALL CROSS OUT THE OTHER.]

**   [included within PORTAL, a Self-Regulatory Organization System approved by
     the Securities and Exchange Commission for the reporting of quotation and
     trade information of securities eligible for transfer pursuant to Rule 144A
     (an "SRO Rule 144A System").]

     3. If the Securities are not Investment-Grade Securities, Issuer and
Agent(2) acknowledge that if such Securities cease to be included in an SRO Rule
144A System during any period in which such Securities are Legally or
Contractually Restricted Securities, such Securities shall no longer be eligible
for DTC's services. Furthermore, DTC may discontinue providing its services as
securities depository with

----------
     (1) A "Legally Restricted Security" is a security that is a restricted
security, as defined in Rule 144(a)(3). A "Contractually Restricted Security" is
a security that upon issuance and continually thereafter can only be sold
pursuant to Regulation S under the Securities Act, Rule 144A, Rule 144, or in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Section 4 of the Securities Act and not involving any public
offering; provided, however, that once the security is sold pursuant to the
provisions of Rule 144, including Rule 144(k), it will thereby cease to be a
"Contractually Restricted Security." For purposes of this definition, in order
for a depositary receipt to be considered a "Legally or Contractually Restricted
Security," the underlying security must also be a "Legally or Contractually
Restricted Security."

     (2) Agent shall be defined as Depositary, Trustee, Trust Company, Transfer
Agent or Paying Agent as such definition applies in the DTC Letter of
Representations to which this rider may be attached.

[DTCC(R) LOGO]
THE DEPOSITORY TRUST &
CLEARING CORPORATION                                                Rider1-Jan05



respect to the Securities at any time by giving reasonable notice to Issuer or
Agent. Under any of the aforementioned circumstances, at DTC's request, Issuer
and Agent shall cooperate fully with DTC by taking appropriate action to make
available one or more separate certificates evidencing Securities to any DTC
Participant ("Participant") having Securities credited to its DTC accounts.

     4. Issuer and Agent acknowledge that, so long as Cede & Co. is a record
owner of the Securities, Cede & Co. shall be entitled to all applicable voting
rights and receive the full amount of all distributions payable with respect
thereto. Issuer and Agent acknowledge that DTC shall treat any Participant
having Securities credited to its DTC accounts as entitled to the full benefits
of ownership of such Securities. Without limiting the generality of the
preceding sentence, Issuer and Agent acknowledge that DTC shall treat any
Participant having Securities credited to its DTC accounts as entitled to
receive distributions (and voting rights, if any) in respect of the Securities,
and to receive from DTC certificates evidencing Securities. Issuer and Agent
recognize that DTC does not in any way undertake to, and shall not have any
responsibility to, monitor or ascertain the compliance of any transactions in
the Securities with any of the provisions: (a) of Rule 144A; (b) of other
exemptions from registration under the Securities Act or any other state or
federal securities laws; or (c) of the offering documents.

                                                                    Rider1-Jan05


                                       -2-



                                                                          RIDERS

1.

                                         APPROX.
                                     INITIAL TOTAL
        APPROX. % INITIAL TOTAL    PRINCIPAL BALANCE    APPROX. INITIAL
CLASS       CREDIT SUPPORT        OR NOTIONAL AMOUNT   PASS-THROUGHRATE
-----   -----------------------   ------------------   ----------------
X-1                N/A              $1,234,071,304       0.049319%(1)
X-2                N/A              $1,207,287,000       0.656384%(1)
X-W                N/A              $1,234,071,304       0.691457%(1)
B                9.125%             $   46,278,000          5.333%
C                8.125%             $   24,682,000          5.372%
D                6.625%             $   37,022,000          5.412%
E                5.750%             $   21,596,000          5.461%
F                4.750%             $   24,681,000          5.628%
G                3.750%             $   24,682,000          5.707%
H                2.750%             $   24,681,000          5.817%(1)
J                2.375%             $    9,256,000          4.971%
K                2.125%             $    6,170,000          4.971%
L                1.750%             $    9,256,000          4.971%
M                1.625%             $    3,085,000          4.971%
N                1.375%             $    6,170,000          4.971%
O                1.125%             $    6,171,000          4.971%
P                0.000%             $   27,766,608          4.971%



2.

      CLASS            CUSIP NUMBER
--------------------   ------------
Class X-l(1) No. 1      07388P AJ 0
Class X-1-(2) No. 2     U07365 AA 4
Class X-2(1) No. 1      07388P AK 7
Class X-2-(2) No. 2     U07365 AB 2
Class X-W(1) No. 1      07388P BS 9
Class X-W(2) No. 2      U07365 AS 5
Class B (1) No. 1       07388P AL 5
Class B-(2) No. 2       U07365 AC 0
Class C (1) No. 1       07388P AM 3
Class C(2) No. 2        U07365 AD 8
Class D (1) No. 1       07388P AN 1
Class D(2) No. 2        U07365 AE 6
Class E (1) No. 1       07388P AP 6
Class E(2) No. 2        U07365 AF 3
Class F (1) No. 1       07388P AQ 4
Class F(2) No. 2        U07365 AG 1
Class G (1) No. 1       07388P AR 2
Class G (2) No. 2       U07365 AH 9
Class H (1) No. 1       07388P AS 0
Class H (2) No. 2       U07365 AJ 5
Class J (1) No. 1       07388P AT 8
Class J (2) No. 2       U07365 AK 2
Class K (1) No. 1       07388P AU 5
Class K (2) No. 2       U07365 AL 0
Class L (1) No. 1       07388P AV 3
Class L (2) No. 2       U07365 AM 8
Class M (1) No. 1       07388P AW 1
Class M (2) No. 2       U07365 AN 6
Class N (1) No. 1       07388P AX 9
Class N (2) No. 2       U07365 AP 1
Class O (1) No. 1       07388P AY 7
Class O (2) No. 2       U07365 AQ 9
Class P (1) No. 1       07388P AY 7
Class P (2) No. 2       U07365 AR 7

(1)  Rule 144A Securities.

(2)  Regulation S Securities.

3.

Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated


                                        2



                          THE DEPOSITORY TRUST COMPANY
           A subsidiary of The Depository Trust & Clearing Corporation

                        ISSUER LETTER OF REPRESENTATIONS
           [To be Completed by Issuer and Co-Issuer(s), if applicable]
          Bear Stearns Commercial Mortgage Securities Trust 2006-PWR 14
                [Name of Issuer and Co-Issuer(s), if applicable]

                                   See Rider 1
       [Security Description, including series designation if applicable]

                                   See Rider 2
                        [CUSIP Number of the Securities]

                                                               December 18, 2006
                                                                          [Date]
[For Municipal Issues:
     Underwriting Department--Eligibility; 25th Floor]

[For Corporate Issues:
     General Counsel's Office; 22nd Floor]

THE DEPOSITORY TRUST COMPANY
55 Water Street
New York, NY 10041-0099

Ladies and Gentlemen:

     This letter sets forth our understanding with respect to the Securities
represented by the CUSIP number referenced above (the "Securities"). Issuer
requests that The Depository Trust Company ("DTC") accept the Securities as
eligible for deposit at DTC. The DTC Participant, See Rider 3 (manager, under-
writer, or placement agent) will distribute the securities through DTC.

     To induce DTC to accept the Securities as eligible for deposit at DTC, and
to act in accordance with DTC's Rules with respect to the Securities, Issuer
represents to DTC that Issuer will comply with the requirements applicable to it
stated in DTC's Operational Arrangements (found at www.dtec.com and
www.dtc.org), as they may be amended from time to time.

Note:                                  Very truly yours,
                                       Bear Stearns Commercial Mortgage
Schedule A contains statements that    Securities Trust 2006-PWR 14
DTC believes accurately describe DTC,
the method of effecting book-entry        By: Wells Fargo Bank, National
transfers of securities distributed    Association not in its individual
through DTC, and certain related       capacity, but solely as Certificate
matters.                               Administrator
                                       ----------------------------------------
Received and Accepted:                               (Issuer)
THE DEPOSITORY TRUST COMPANY


By: /s/ Lavy E. Thompson               By: /s/ Jennifer L Richardson
    ---------------------------------      ------------------------------------
                                           (Authorized Officer's Signature)

                                           Jennifer L. Richardson
                                           ------------------------------------
                                                       (Print Name)

                                       9062 Old Annapolis Road
                                                   (Street Address)

                                       Columbia   MD        USA       21045-1951
                                        (City)  (State)   (Country)   (Zip Code)

                                       (410) 884-2194
                                                    (Phone Number)

                                                      [Illegible]
                                                   (E-mail Address)

[DTCC(R) LOGO]
THE DEPOSITORY TRUST &
CLEARING CORPORATION                                                     [03/05]



                                                                      SCHEDULE A

                                           (TO ISSUER LETTER OF REPRESENTATIONS)

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                       DESCRIBING BOOK-ENTRY-ONLY ISSUANCE

 (PREPARED BY DTC--BRACKETED MATERIAL MAY BE APPLICABLE ONLY TO CERTAIN ISSUES)

     1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities will
be issued as fully-registered securities registered in the name of Cede & Co.
(DTC's partnership nominee) or such other name as may be requested by an author-
ized representative of DTC. One fully-registered Security certificate will be
issued for [each issue of] the Securities, [each] in the aggregate principal
amount of such issue,and will be deposited with DTC. [If, however, the aggregate
principal amount of [any] issue exceeds $500 million, one certificate will be
issued with respect to each $500 million of principal amount, and an additional
certificate will be issued with respect to any remaining principal amount of
such issue.]

     2. DTC, the world's largest securities depository, is a limited-purpose
trust company organized under the New York Banking Law, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the New York Uniform
Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides
asset servicing for over 2.2 million issues of U.S. and non-U.S. equity issues,
corporate and municipal debt issues, and money market instruments from over 100
countries that DTC's participants ("Direct Participants") deposit with DTC. DTC
also facilitates the post-trade settlement among Direct Participants of sales
and other securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities
certificates. Direct Participants include both U.S. and non-U.S. securities
brokers and dealers, banks, trust companies, clearing corporations, and certain
other organizations. DTC is a wholly-owned subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). DTCC, in turn, is owned by a number of Direct
Participants of DTC and Members of the National Securities Clearing Corporation,
Fixed Income Clearing Corporation, and Emerging Markets Clearing Corporation
(NSCC, FICC, and EMCC, also subsidiaries of DTCC), as well as by the New York
Stock Exchange, Inc., the American Stock Exchange LLC, and the National
Association of Securities Dealers, Inc. Access to the DTC system is also
available to others such as both U.S. and non-U.S. securities brokers and
dealers, banks, trust companies, and clearing corporations that clear through or
maintain a custodial relationship with a Direct Participant, either directly or
indirectly ("Indirect Participants"). DTC has Standard & Poor's highest rating:
AAA. The DTC Rules applicable to its Participants are on file with the
Securities and Exchange Commission. More information about DTC can be found at
www.dtcc.com and www.dtc.org.

     3. Purchases of Securities under the DTC system must be made by or through
Direct Participants, which will receive a credit for the Securities on DTC's
records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner")is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic
statements of their holdings, from the Direct or Indirect Participant through
which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books
of Direct and Indirect Participants acting on behalf of Beneficial Owners.
Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system
for the Securities is discontinued.

     4. To facilitate subsequent transfers, all Securities deposited by Direct
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co., or such other name as may be requested by an authorized
representative of DTC. The deposit of Securities with DTC and their registration
in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of
the Securities; DTC's records reflect only the identity



of the Direct Participants to whose accounts such Securities are credited, which
may or may not be the Beneficial Owners. The Direct and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of their
customers.

     5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time. [Beneficial Owners of Securities may wish to
take certain steps to augment the transmission to them of notices of significant
events with respect to the Securities, such as redemptions, tenders, defaults,
and proposed amendments to the Security documents. For example, Beneficial
Owners of Securities may wish to ascertain that the nominee holding the
Securities for their benefit has agreed to obtain and transmit notices to
Beneficial Owners. In the alternative, Beneficial Owners may wish to provide
their names and addresses to the registrar and request that copies of notices be
provided directly to them.]

     [6. Redemption notices shall be sent to DTC. If less than all of the
Securities within an issue are being redeemed, DTC's practice is to determine by
lot the amount of the interest of each Direct Participant in such issue to be
redeemed.]

     7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or
vote with respect to Securities unless authorized by a Direct Participant in
accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus
Proxy assigns Cede & Co.'s consenting or voting rights to those Direct
Participants to whose accounts Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).

     8. Redemption proceeds, distributions, and dividend payments on the
Securities will be made to Cede & Co., or such other nominee as may be requested
by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts upon DTC's receipt of funds and corresponding detail
information from Issuer or Agent, on payable date in accordance with their
respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary
practices, as is the case with securities held for the accounts of customers in
bearer form or registered in "street name," and will be the responsibility of
such Participant and not of DTC, Agent, or Issuer, subject to any statutory or
regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the
responsibility of Issuer or Agent, disbursement of such payments to Direct
Participants will be the responsibility of DTC, and disbursement of such
payments to the Beneficial Owners will be the responsibility of Direct and
Indirect Participants.

     [9. A Beneficial Owner shall give notice to elect to have its Securities
purchased or tendered, through its Participant, to [Tender/Remarketing] Agent,
and shall effect delivery of such Securities by causing the Direct Participant
to transfer the Participant's interest in the Securities, on DTC's records, to
[Tender/Remarketing] Agent. The requirement for physical delivery of Securities
in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct
Participants on DTC's records and followed by a book-entry credit of tendered
Securities to [Tender/Remarketing] Agent's DTC account.]

     10. DTC may discontinue providing its services as depository with respect
to the Securities at any time by giving reasonable notice to Issuer or Agent.
Under such circumstances, in the event that a successor depository is not
obtained, Security certificates are required to be printed and delivered.

     11. Issuer may decide to discontinue use of the system of book-entry-only
transfers through DTC (or a successor securities depository). In that event,
Security certificates will be printed and delivered to DTC.

     12. The information in this section concerning DTC and DTC's book-entry
system has been obtained from sources that Issuer believes to be reliable, but
Issuer takes no responsibility for the accuracy thereof.


                                                                          RIDERS

1.

                      APPROX.
        INITIAL TOTAL PRINCIPAL BALANCE OR    APPROX. INITIAL
CLASS             NOTIONAL AMOUNT            PASS-THROUGH RATE
-----   ----------------------------------   -----------------
A-l                $114,700,000                    5.044%
A-2                $170,700,000                    5.123%
A-3                $ 68,900,000                    5.209%
A-AB               $125,050,000                    5.171%
A-4                $950,942,000                    5.201%
A-1A               $297,407,000                    5.189%
A-M                $246,815,000                    5.243%
A-J                $222,132,000                    5.273%

2.

    CLASS      CUSIP NUMBER
------------   --------------
  Class A-1      07388P AA 9
  Class A-2      07388P AB 7
  Class A-3      07388P AC 5
 Class A-AB      07388P AD 3
  Class A-4      07388P AE 1
 Class A-lA      07388P AF 8
  Class A-M      07388P AG 6
  Class A-J      07388P AH 4

3.

Bear, Stearns & Co. Inc. and Morgan Stanley & Co. Incorporated



                                   EXHIBIT C-1

                   FORM OF MASTER SERVICER REQUEST FOR RELEASE

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group--
Bear Stearns Commercial Mortgage Securities Inc., 2006-PWR14

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14

          In connection with the administration of the Mortgage Files held by or
on behalf of you as trustee under a certain Pooling and Servicing Agreement,
dated as of December 1, 2006 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc. as depositor, Prudential Asset
Resources, Inc. as a master servicer (in such capacity, a "Master Servicer") and
as loan-specific special servicer, Wells Fargo Bank, National Association as a
master servicer (in such capacity, a "Master Servicer"), as certificate
administrator and as tax administrator, ARCap Servicing, Inc. as general special
servicer and you as trustee (in such capacity, the "Trustee"), the undersigned
as Master Servicer with respect to the following described Mortgage Loan 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 such Mortgage Loan for
the reason indicated below.

Property Name:
Address:
Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______    1.   Mortgage Loan paid in full. The undersigned hereby certifies that
               all amounts received in connection with the Mortgage Loan that
               are required to be credited to the Collection Account pursuant to
               the Pooling and Servicing Agreement, have been or will be so
               credited.

______    2.   Other. (Describe) _______________________________________________
               _________________________________________________________________


                                     C-1-1



          The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof, unless the Mortgage
Loan has been paid in full, in which case the Mortgage File (or such portion
thereof) will be retained by us permanently.

          Capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement.

                                           [___________________________________]
                                           as a Master Servicer


                                           By:
                                               ---------------------------------
                                           Name:
                                           Title:


                                     C-1-2



                                   EXHIBIT C-2

                  FORM OF SPECIAL SERVICER REQUEST FOR RELEASE

                                     [Date]

LaSalle Bank National Association
135 South LaSalle Street
Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group--
Bear Stearns Commercial Mortgage Securities Inc., 2006-PWR14

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14

          In connection with the administration of the Mortgage Files held by or
on behalf of you as trustee under a certain Pooling and Servicing Agreement,
dated as of December 1, 2006 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc. as depositor, Prudential Asset
Resources, Inc. as a master servicer and as loan-specific special servicer (in
such capacity, the "Loan-Specific Special Servicer"), Wells Fargo Bank, National
Association as a master servicer, as certificate administrator and as tax
administrator, ARCap Servicing, Inc. as general special servicer (in such
capacity, the "General Special Servicer") and you as trustee (in such capacity,
the "Trustee"), the undersigned as the applicable Special Servicer with respect
to the following described Mortgage Loan 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 such Mortgage Loan for the reason indicated
below.

Property Name:
Address:
Loan No.:

If only particular documents in the Mortgage File are requested, please specify
which:

Reason for requesting Mortgage File (or portion thereof):

______    1.   The Mortgage Loan is being foreclosed.

______    2.   Other. (Describe)

          The undersigned acknowledges that the above Mortgage File (or
requested portion thereof) will be held by the undersigned in accordance with
the provisions of the Pooling and Servicing Agreement and will be returned to
you or your designee within ten days of our receipt thereof (or within such
longer period as we have indicated as part of our reason for the request),
unless the Mortgage Loan is being foreclosed, in which case the Mortgage File
(or such


                                     C-2-1



portion thereof) will be returned when no longer required by us for such
purpose, or unless the Mortgage Loan has been paid in full or otherwise
liquidated, in which case the Mortgage File (or such portion thereof) will be
retained by us permanently.

          Capitalized terms used but not defined herein shall have the meanings
     ascribed to them in the Pooling and Servicing Agreement.

                                 [_____________________________]
                                 as [General Special Servicer] [Loan-Specific
                                 Special Servicer for the ______ Loan Group]


                             By:
                                 --------------------------------
                                 Name:
                                 Title:


                                     C-2-2



                                   EXHIBIT D-1

                    FORM OF CERTIFICATE ADMINISTRATOR REPORT


                                      D-1-1





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                           DISTRIBUTION DATE STATEMENT

                                TABLE OF CONTENTS

STATEMENT SECTIONS                                          PAGE(S)
---------------------------------------------------------   -------
Certificate Distribution Detail                                2
Certificate Factor Detail                                      3
Reconciliation Detail                                          4
Other Required Information                                     5
Cash Reconciliation Detail                                     6
Ratings Detail                                                 8
Current Mortgage Loan and Property Stratification Tables     8 - 16
Mortgage Loan Detail                                           17
NOI Detail                                                     18
Principal Prepayment Detail                                    19
Historical Detail                                              20
Delinquency Loan Detail                                        21
Specially Serviced Loan Detail                              22 - 23
Advance Summary                                                24
Modified Loan Detail                                           25
Historical Liquidated Loan Detail                              26
Historical Bond / Collateral Realized Loss Reconciliation      27
Interest Shortfall Reconciliation Detail                    28 - 29
Defeased Loan Detail                                           30
Supplemental Reporting                                         31



              DEPOSITOR                       MASTER SERVICER                   MASTER SERVICER                SPECIAL SERVICER
-----------------------------------  --------------------------------  --------------------------------  ---------------------------

Bear Stearns Commercial Mortgage     Prudential Asset Resources, Inc.  Wells Fargo Bank, N.A.            ARCap Servicing, Inc.
Securities Inc.                      2200 Ross Avenue, Suite 4900E     1320 Willow Pass Road, Suite 300  5221 N. O'Connor Blvd.,
383 Madison Avenue                   Dallas, TX 75201                  investorreporting@wellsfargo.com  Ste. 600
New York, NY 10179                                                     Concord, CA 94520                 Irving, TX 75039

Contact: General Information Number  Contact: Hal Collett              Contact: Myung J. Nam             Contact: Chris Crouch
Phone Number: (212) 272-2000         Phone Number: (214) 721-6032      Phone Number:                     Phone Number:(972) 868-5300
-----------------------------------  --------------------------------  --------------------------------  ---------------------------


This report has been compiled from information provided to Wells Fargo Bank,
N.A. by various third parties, which may include the Master Servicer, Special
Servicer and others. Wells Fargo Bank, N.A. has not independently confirmed the
accuracy of information received from these third parties and assumes no duty to
do so. Wells Fargo Bank, N.A. expressly disclaims any responsibility for the
accuracy or completeness of information furnished by third parties.

Copyright, Wells Fargo Bank, N.A.


                                                                    Page 1 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                     ----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                         CERTIFICATE DISTRIBUTION DETAIL



-----------------------------------------------------------------------------------------------------------------------------------
                                                                                  Realized Loss/
                                                                                    Additional                           Current
             Pass-Through Original Beginning   Principal    Interest   Prepayment      Trust         Total     Ending Subordination
 Class CUSIP     Rate      Balance  Balance  Distribution Distribution   Premium   Fund Expenses Distribution Balance   Level (1)
-----------------------------------------------------------------------------------------------------------------------------------

A-1            0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
A-2            0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
A-3            0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
A-AB           0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
A-4            0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
A-1A           0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
A-M            0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
A-J            0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
B              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
C              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
D              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
E              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
F              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
G              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
H              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
J              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
K              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
L              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
M              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
N              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
O              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
P              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
R              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
V              0.000000%    0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
-----------------------------------------------------------------------------------------------------------------------------------
Totals                      0.00      0.00       0.00         0.00        0.00         0.00          0.00       0.00       0.00
===================================================================================================================================




------------------------------------------------------------------------------------------
                          Original Beginning                                       Ending
             Pass-Through Notional  Notional   Interest   Prepayment     Total    Notional
Class  CUSIP     Rate      Amount    Amount  Distribution   Premium  Distribution  Amount
------------------------------------------------------------------------------------------

X-1            0.000000     0.00      0.00       0.00        0.00         0.00      0.00
X-2            0.000000     0.00      0.00       0.00        0.00         0.00      0.00
X-W            0.000000     0.00      0.00       0.00        0.00         0.00      0.00
------------------------------------------------------------------------------------------


(1)  Calculated by taking (A) the sum of the ending certificate balance of all
     classes less (B) the sum of (i) the ending balance of the designated class
     and (ii) the ending certificate balance of all classes which are not
     subordinate to the designated class and dividing the result by (A).

Copyright, Wells Fargo Bank, N.A.


                                                                    Page 2 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                            CERTIFICATE FACTOR DETAIL



-----------------------------------------------------------------------------------------------------
                                                                         Realized Loss/
                 Beginning    Principal       Interest     Prepayment   Additional Trust     Ending
Class   CUSIP     Balance    Distribution   Distribution     Premium      Fund Expenses      Balance
-----------------------------------------------------------------------------------------------------

A-1             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
A-2             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
A-3             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
A-AB            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
A-4             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
A-1A            0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
A-M             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
A-J             0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
B               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
C               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
D               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
E               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
F               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
G               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
H               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
J               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
K               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
L               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
M               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
N               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
O               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
P               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
R               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
V               0.00000000    0.00000000     0.00000000    0.00000000      0.00000000      0.00000000
-----------------------------------------------------------------------------------------------------


---------------------------------------------------------------------
                 Beginning                                   Ending
                 Notional       Interest     Prepayment     Notional
Class   CUSIP     Amount     Distribution      Premium       Amount
---------------------------------------------------------------------
X-1             0.00000000    0.00000000     0.00000000    0.00000000
X-2             0.00000000    0.00000000     0.00000000    0.00000000
X-W             0.00000000    0.00000000     0.00000000    0.00000000
---------------------------------------------------------------------

Copyright, Wells Fargo Bank, N.A.


                                                                    Page 3 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                              RECONCILIATION DETAIL

PRINCIPAL RECONCILIATION



-------------------------------------------------------------------------------------------------------------------
             Stated     Unpaid                                                    Stated     Unpaid       Current
            Beginning  Beginning                                                  Ending     Ending      Principal
            Principal  Principal  Scheduled  Unscheduled   Principal   Realized  Principal  Principal  Distribution
Loan Group   Balance    Balance   Principal   Principal   Adjustments    Loss     Balance    Balance      Amount
-------------------------------------------------------------------------------------------------------------------

1              0.00       0.00       0.00        0.00         0.00       0.00       0.00       0.00        0.00
2              0.00       0.00       0.00        0.00         0.00       0.00       0.00       0.00        0.00
-------------------------------------------------------------------------------------------------------------------
Total          0.00       0.00       0.00        0.00         0.00       0.00       0.00       0.00        0.00
-------------------------------------------------------------------------------------------------------------------


CERTIFICATE INTEREST RECONCILIATION



----------------------------------------------------------------------------------------------------------------------------------
                                          Net                                                                           Remaining
                                       Aggregate                 Distributable                                           Unpaid
                           Accrued    Prepayment  Distributable   Certificate              Additional                 Distributable
       Accrual  Accrual  Certificate   Interest    Certificate     Interest      WAC CAP   Trust Fund     Interest     Certificate
Class   Dates     Days     Interest    Shortfall     Interest      Adjustment   Shortfall   Expenses    Distribution    Interest
----------------------------------------------------------------------------------------------------------------------------------

A-1       0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
A-2       0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
A-3       0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
A-AB      0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
A-4       0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
A-1A      0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
X-1       0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
X-2       0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
X-W       0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
A-M       0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
A-J       0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
B         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
C         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
D         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
E         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
F         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
G         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
H         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
J         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
K         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
L         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
M         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
N         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
O         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
P         0        0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
---------------------------------------------------------------------------------------------------------------------------------
Totals             0         0.00        0.00          0.00           0.00         0.00       0.00          0.00          0.00
---------------------------------------------------------------------------------------------------------------------------------


Copyright, Wells Fargo Bank, N.A.


                                                                    Page 4 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                           OTHER REQUIRED INFORMATION

Available Distribution Amount (1)                                           0.00

Master Servicing Fee Summary

   Current Period Accrued Master Servicing Fees                             0.00
   Less Delinquent Master Servicing Fees                                    0.00
   Less Reductions to Master Servicing Fees                                 0.00
   Plus Master Servicing Fees for Delinquent Payments Received              0.00
   Plus Adjustments for Prior Master Servicing Calculation                  0.00
   Total Master Servicing Fees Collected                                    0.00

(1) The Available Distribution Amount includes any Prepayment Premiums .

Appraisal Reduction Amount

         Appraisal   Cumulative   Most Recent
 Loan    Reduction      ASER       App. Red.
Number    Effected     Amount         Date
---------------------------------------------

---------------------------------------------
Total
=============================================

Copyright, Wells Fargo Bank, N.A.


                                                                    Page 5 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                           CASH RECONCILIATION DETAIL

TOTAL FUNDS COLLECTED
   INTEREST:

      Interest paid or advanced                                      0.00
      Interest reductions due to Non-Recoverability Determinations   0.00
      Interest Adjustments                                           0.00
      Deferred Interest                                              0.00
      Net Prepayment Interest Shortfall                              0.00
      Net Prepayment Interest Excess                                 0.00
      Extension Interest                                             0.00
      Interest Reserve Withdrawal                                    0.00
                                                                            ----
         TOTAL INTEREST COLLECTED                                           0.00

   PRINCIPAL:
      Scheduled Principal                                            0.00
      Unscheduled Principal                                          0.00
         Principal Prepayments                                       0.00
         Collection of Principal after Maturity Date                 0.00
         Recoveries from Liquidation and Insurance Proceeds          0.00
         Excess of Prior Principal Amounts paid                      0.00
         Curtailments                                                0.00
      Negative Amortization                                          0.00
      Principal Adjustments                                          0.00
                                                                            ----
         TOTAL PRINCIPAL COLLECTED                                          0.00

   OTHER:
      Prepayment Penalties/Yield Maintenance                         0.00
      Repayment Fees                                                 0.00
      Borrower Option Extension Fees                                 0.00
      Equity Payments Received                                       0.00
      Net Swap Counterparty Payments Received                        0.00
                                                                            ----
         TOTAL OTHER COLLECTED                                              0.00
                                                                            ----
TOTAL FUNDS COLLECTED                                                       0.00
                                                                            ====

TOTAL FUNDS DISTRIBUTED
   FEES:

      Master Servicing Fee                               0.00
      Trustee Fee                                        0.00
      Certificate Administration Fee                     0.00
      Insurer Fee                                        0.00
      Miscellaneous Fee                                  0.00
                                                                ----
         TOTAL FEES                                             0.00
   ADDITIONAL TRUST FUND EXPENSES:

      Reimbursement for Interest on Advances             0.00
      ASER Amount                                        0.00
      Special Servicing Fee                              0.00
      Rating Agency Expenses                             0.00
      Attorney Fees & Expenses                           0.00
      Bankruptcy Expense                                 0.00
      Taxes Imposed on Trust Fund                        0.00
      Non-Recoverable Advances                           0.00
      Other Expenses                                     0.00
                                                                ----
         TOTAL ADDITIONAL TRUST FUND EXPENSES                   0.00
   INTEREST RESERVE DEPOSIT                                     0.00
   PAYMENTS TO CERTIFICATEHOLDERS & OTHERS:
      Interest Distribution                              0.00
      Principal Distribution                             0.00
      Prepayment Penalties/Yield Maintenance             0.00
      Borrower Option Extension Fees                     0.00
      Equity Payments Paid                               0.00
      Net Swap Counterparty Payments Paid
                                                         0.00
                                                                ----
         TOTAL PAYMENTS TO CERTIFICATEHOLDERS & OTHERS          0.00
                                                                ----
TOTAL FUNDS DISTRIBUTED                                         0.00
                                                                ====

Copyright, Wells Fargo Bank, N.A.


                                                                    Page 6 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                                 RATINGS DETAIL

                    Original Ratings         Current Ratings (1)
Class   CUSIP   -------------------------------------------------
                Fitch    Moody's   S & P   Fitch   Moody's   S & P
------------------------------------------------------------------
A-1
A-2
A-3
A-AB
A-4
A-1A
X-1
X-2
X-W
A-M
A-J
B
C
D
E
F
G
H
J
K
L
M
N
O
P

NR  - Designates  that the class was not rated by the above agency at the time
      of original issuance.

X   - Designates that the above rating agency did not rate any classes in this
      transaction at the time of original issuance.

N/A - Data not available this period.

1)   For any class not rated at the time of original  issuance by any particular
     rating  agency,  no request has been made  subsequent to issuance to obtain
     rating  information,  if any, from such rating agency.  The current ratings
     were obtained  directly from the applicable rating agency within 30 days of
     the payment date listed above. The ratings may have changed since they were
     obtained.  Because  the ratings  may have  changed,  you may want to obtain
     current ratings directly from the rating agencies.

Fitch, Inc.                Moody's Investors Service   Standard & Poor's Rating
                                                       Services
One State Street Plaza     99 Church Street            55 Water Street
New York, New York 10004   New York, New York 10007    New York, New York 10041
(212) 908-0500             (212) 553-0300              (212) 438-2430

Copyright, Wells Fargo Bank, N.A.


                                                                    Page 7 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                 AGGREGATE POOL

                                SCHEDULED BALANCE

---------------------------------------------------------------
                                % of
Scheduled    # of   Scheduled   Agg.   WAM           Weighted
 Balance    loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
---------------------------------------------------------------

---------------------------------------------------------------
Totals
===============================================================

                                    STATE (3)

-------------------------------------------------------------
                              % of
          # of    Scheduled   Agg.   WAM           Weighted
 State   Props.    Balance    Bal.   (2)   WAC   Avg DSCR (1)
-------------------------------------------------------------

-------------------------------------------------------------
Totals
=============================================================

See footnotes on last page of this section.

Copyright, Wells Fargo Bank, N.A.


                                                                    Page 8 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                     ----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                 AGGREGATE POOL

                           DEBT SERVICE COVERAGE RATIO

--------------------------------------------------------------------
                                     % of
 Debt Service     # of   Scheduled   Agg.   WAM           Weighted
Coverage Ratio   loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------

--------------------------------------------------------------------
Totals
====================================================================

                                    NOTE RATE

--------------------------------------------------------------------
                                     % of
                  # of   Scheduled   Agg.   WAM           Weighted
Note Rate        loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------

--------------------------------------------------------------------
Totals
====================================================================

                                PROPERTY TYPE(3)

--------------------------------------------------------------------
                                     % of
                 # of    Scheduled   Agg.   WAM           Weighted
Property Type   Props.    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------

--------------------------------------------------------------------
Totals
====================================================================

                                    SEASONING

--------------------------------------------------------------------
                                     % of
                  # of   Scheduled   Agg.   WAM           Weighted
Seasoning        loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------

--------------------------------------------------------------------
Totals
====================================================================

See footnotes on last page of this section.

Copyright, Wells Fargo Bank, N.A.


                                                                    Page 9 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                     ----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                 AGGREGATE POOL

               ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)

----------------------------------------------------------------------------
                                             % of
 Anticipated Remaining    # of   Scheduled   Agg.   WAM           Weighted
       Term (2)          loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Totals
============================================================================

             REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)

----------------------------------------------------------------------------
                                             % of
Remaining Amortization    # of   Scheduled   Agg.   WAM           Weighted
         Term            loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Totals
============================================================================

                 REMAINING STATED TERM (FULLY AMORTIZING LOANS)

----------------------------------------------------------------------------
                                             % of
                          # of   Scheduled   Agg.   WAM           Weighted
 Remaining Stated Term   loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Totals
============================================================================

                             AGE OF MOST RECENT NOI

----------------------------------------------------------------------------
                                             % of
                          # of   Scheduled   Agg.   WAM           Weighted
Age of Most Recent NOI   loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Totals
============================================================================

(1) Debt Service Coverage Ratios are updated periodically as new NOI figures
become available from borrowers on an asset level. In all cases, the most recent
DSCR provided by the Servicer is used. To the extent that no DSCR is provided by
the Servicer, information from the offering document is used. The Trustee makes
no representations as to the accuracy of the data provided by the borrower for
this calculation.

(2) Anticipated Remaining Term and WAM are each calculated based upon the term
from the current month to the earlier of the Anticipated Repayment Date, if
applicable, and the maturity date.

(3) Data in this table was calculated by allocating pro-rata the current loan
information to the properties based upon the Cut-off Date balance of each
property as disclosed in the offering document.

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 10 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


        CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES GROUP I

                       SCHEDULED BALANCE

---------------------------------------------------------------
                                % of
Scheduled    # of   Scheduled   Agg.   WAM           Weighted
 Balance    loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
---------------------------------------------------------------

---------------------------------------------------------------
Totals
===============================================================

                         STATE (3)

------------------------------------------------------------
                             % of
         # of    Scheduled   Agg.   WAM           Weighted
State   Props.    Balance    Bal.   (2)   WAC   Avg DSCR (1)
------------------------------------------------------------

------------------------------------------------------------
Totals
============================================================

See footnotes on last page of this section.

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 11 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                     DEBT SERVICE COVERAGE RATIO

--------------------------------------------------------------------
                                     % of
 Debt Service     # of   Scheduled   Agg.   WAM           Weighted
Coverage Ratio   loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------

--------------------------------------------------------------------
Totals
====================================================================

                         NOTE RATE

----------------------------------------------------------
                           % of
Note    # of   Scheduled   Agg.   WAM           Weighted
Rate   loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------

----------------------------------------------------------
Totals
==========================================================

                          PROPERTY TYPE(3)

--------------------------------------------------------------------
                                     % of
                 # of    Scheduled   Agg.   WAM           Weighted
Property Type   Props.    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------

--------------------------------------------------------------------
Totals
====================================================================

                           SEASONING

---------------------------------------------------------------
                                % of
             # of   Scheduled   Agg.   WAM           Weighted
Seasoning   loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
---------------------------------------------------------------

---------------------------------------------------------------
Totals
===============================================================

See footnotes on last page of this section.

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 12 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


        CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES GROUP I

             ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)

---------------------------------------------------------------------------
                                            % of
Anticipated Remaining    # of   Scheduled   Agg.   WAM           Weighted
      Term (2)          loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
---------------------------------------------------------------------------

---------------------------------------------------------------------------
Totals
===========================================================================

             REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)

----------------------------------------------------------------------------
                                             % of
Remaining Amortization    # of   Scheduled   Agg.   WAM           Weighted
         Term            loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Totals
============================================================================

            REMAINING STATED TERM (FULLY AMORTIZING LOANS)

----------------------------------------------------------------------
                                       % of
Remaining Stated    # of   Scheduled   Agg.   WAM           Weighted
      Term         loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------------

----------------------------------------------------------------------
Totals
======================================================================

                      AGE OF MOST RECENT NOI

-----------------------------------------------------------------
                                  % of
Age of Most    # of   Scheduled   Agg.   WAM           Weighted
 Recent NOI   loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
-----------------------------------------------------------------

-----------------------------------------------------------------
Totals
=================================================================

(1)  Debt Service Coverage Ratios are updated periodically as new NOI figures
     become available from borrowers on an asset level. In all cases, the most
     recent DSCR provided by the Servicer is used. To the extent that no DSCR is
     provided by the Servicer, information from the offering document is used.
     The Trustee makes no representations as to the accuracy of the data
     provided by the borrower for this calculation.

(2)  Anticipated Remaining Term and WAM are each calculated based upon the term
     from the current month to the earlier of the Anticipated Repayment Date, if
     applicable, and the maturity date.

(3)  Data in this table was calculated by allocating pro-rata the current loan
     information to the properties based upon the Cut-off Date balance of each
     property as disclosed in the offering document.

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 13 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                    GROUP II

                                SCHEDULED BALANCE

---------------------------------------------------------------
                                % of
Scheduled    # of   Scheduled   Agg.   WAM           Weighted
 Balance    loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
---------------------------------------------------------------

---------------------------------------------------------------
Totals
===============================================================

                                    STATE (3)

-------------------------------------------------------------
                              % of
          # of    Scheduled   Agg.   WAM           Weighted
State    Props.    Balance    Bal.   (2)   WAC   Avg DSCR (1)
-------------------------------------------------------------

-------------------------------------------------------------
Totals
=============================================================

See footnotes on last page of this section.

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 14 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                    GROUP II

                           DEBT SERVICE COVERAGE RATIO

--------------------------------------------------------------------
                                     % of
 Debt Service     # of   Scheduled   Agg.   WAM           Weighted
Coverage Ratio   loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------

--------------------------------------------------------------------
Totals
====================================================================

                                    NOTE RATE

------------------------------------------------------------
                             % of
Note      # of   Scheduled   Agg.   WAM           Weighted
Rate     loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
------------------------------------------------------------

------------------------------------------------------------
Totals
============================================================

                                PROPERTY TYPE(3)

--------------------------------------------------------------------
                                     % of
                 # of    Scheduled   Agg.   WAM           Weighted
Property Type   Props.    Balance    Bal.   (2)   WAC   Avg DSCR (1)
--------------------------------------------------------------------

--------------------------------------------------------------------
Totals
====================================================================

                                    SEASONING

---------------------------------------------------------------
                                % of
             # of   Scheduled   Agg.   WAM           Weighted
Seasoning   loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
---------------------------------------------------------------

---------------------------------------------------------------
Totals
===============================================================

See footnotes on last page of this section.

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 15 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES
                                    GROUP II

               ANTICIPATED REMAINING TERM (ARD AND BALLOON LOANS)

---------------------------------------------------------------------------
                                            % of
Anticipated Remaining    # of   Scheduled   Agg.   WAM           Weighted
       Term (2)         loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
---------------------------------------------------------------------------

---------------------------------------------------------------------------
Totals
===========================================================================

               REMAINING AMORTIZATION TERM (ARD AND BALLOON LOANS)

----------------------------------------------------------------------------
                                             % of
Remaining Amortization    # of   Scheduled   Agg.   WAM           Weighted
         Term            loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------------------

----------------------------------------------------------------------------
Totals
============================================================================

                 REMAINING STATED TERM (FULLY AMORTIZING LOANS)

----------------------------------------------------------------------
                                       % of
Remaining Stated    # of   Scheduled   Agg.   WAM           Weighted
      Term         loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
----------------------------------------------------------------------

----------------------------------------------------------------------
Totals
======================================================================

                             AGE OF MOST RECENT NOI

-----------------------------------------------------------------
                                  % of
Age of Most    # of   Scheduled   Agg.   WAM           Weighted
Recent NOI    loans    Balance    Bal.   (2)   WAC   Avg DSCR (1)
-----------------------------------------------------------------

-----------------------------------------------------------------
Totals
=================================================================

(1)  Debt Service Coverage Ratios are updated periodically as new NOI figures
     become available from borrowers on an asset level. In all cases, the most
     recent DSCR provided by the Servicer is used. To the extent that no DSCR is
     provided by the Servicer, information from the offering document is used.
     The Trustee makes no representations as to the accuracy of the data
     provided by the borrower for this calculation.

(2)  Anticipated Remaining Term and WAM are each calculated based upon the term
     from the current month to the earlier of the Anticipated Repayment Date, if
     applicable, and the maturity date.

(3)  Data in this table was calculated by allocating pro-rata the current loan
     information to the properties based upon the Cut-off Date balance of each
     property as disclosed in the offering document.

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 16 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                              MORTGAGE LOAN DETAIL



                                                                          Anticipated
Loan            Property                  Interest   Principal    Gross    Repayment
Number   ODCR   Type (1)   City   State    Payment    Payment    Coupon       Date
-------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------
Totals
=====================================================================================




                     Neg.   Beginning     Ending    Paid   Appraisal   Appraisal    Res.     Mod.
Loan     Maturity   Amort   Scheduled   Scheduled   Thru   Reduction   Reduction   Strat.   Code
Number     Date     (Y/N)    Balance     Balance    Date      Date       Amount      (2)     (3)
-------------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------------
Totals
=================================================================================================


(1) Property Type Code   (2) Resolution Strategy Code   (3) Modification Code

MF - Multi-Family        1 - Modification               1 - Maturity Date
                                                            Extension
RT - Retail              2 - Foreclosure                2 - Amortization Change
HC - Health Care         3 - Bankruptcy                 3 - Principal Write-Off
IN - Industrial          4 - Extension                  4 - Combination
WH - Warehouse           5 - Note Sale
MH - Mobile Home Park    6 - DPO
OF - Office              7 - REO
MU - Mixed Use           8 - Resolved
LO - Lodging             9 - Pending Return
SS - Self Storage            to Master Servicer
OT - Other               10 - Deed in Lieu Of
                              Foreclosure
                         11 - Full Payoff
                         12 - Reps and Warranties
                         13 - Other or TBD

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 17 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                                   NOI DETAIL



                                            Ending       Most       Most    Most Recent   Most Recent
Loan            Property                  Scheduled     Recent     Recent    NOI Start      NOI End
Number   ODCR     Type     City   State    Balance    Fiscal NOI     NOI        Date          Date
-----------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------
Total
=====================================================================================================


Copyright, Wells Fargo Bank, N.A.


                                                                   Page 18 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                           PRINCIPAL PREPAYMENT DETAIL



                                                   Principal Prepayment Amount                    Prepayment Penalties
                           Offering Document   ------------------------------------------------------------------------------------
Loan Number   Loan Group    Cross-Reference    Payoff Amount   Curtailment Amount   Prepayment Premium   Yield Maintenance Premium
-----------------------------------------------------------------------------------------------------------------------------------


-----------------------------------------------------------------------------------------------------------------------------------
Totals
===================================================================================================================================


Copyright, Wells Fargo Bank, N.A.


                                                                   Page 19 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                                HISTORICAL DETAIL



                                                Delinquencies
--------------------------------------------------------------------------------------------------------------
Distribution     30-59 Days      60-89 Days    90 Days or More    Foreclosure         REO        Modifications
   Date         #    Balance    #    Balance     #    Balance     #    Balance    #    Balance    #    Balance
--------------------------------------------------------------------------------------------------------------


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


                        Prepayments               Rate and Maturities
                ----------------------------   -------------------------
Distribution    Curtailments       Payoff      Next Weighted Avg.
   Date         #    Balance    #    Balance     Coupon   Remit     WAM
------------------------------------------------------------------------


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


Note: Foreclosure and REO Totals are excluded from the delinquencies.

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 20 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                     ----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                             DELINQUENCY LOAN DETAIL


                  Offering       # of                     Current   Outstanding
                  Document       Months   Paid Through     P & I       P & I
Loan Number   Cross-Reference   Delinq.       Date       Advances   Advances **
-------------------------------------------------------------------------------


-------------------------------------------------------------------------------
Totals
===============================================================================


              Status of   Resolution                                        Actual    Outstanding
               Mortgage    Strategy      Servicing                        Principal    Servicing                       REO
Loan Number    Loan (1)    Code (2)    Transfer Date   Foreclosure Date    Balance      Advances    Bankruptcy Date   Date
--------------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------------------------------
Totals
==========================================================================================================================


                          (1) Status of Mortgage Loan

A - Payments Not Received
    But Still in Grace Period
B - Late Payment But Less
    Than 1 Month Delinquent
    Current
0 - One Month Delinquent
1 -
2 - Two Months Delinquent
3 - Three or More Months Delinquent
4 - Assumed Scheduled Payment
    (Performing Matured Loan)
7 - Foreclosure
9 - REO

                          (2) Resolution Strategy Code

1 - Modification
2 - Foreclosure
3 - Bankruptcy
4 - Extension
5 - Note Sale
6 - DPO
7 - REO
8 - Resolved
9 - Pending Return
    to Master Servicer
10 - Deed In Lieu Of
     Forclosure
11 - Full Payoff
12 - Reps and Warranties
13 - Other or TBD

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 21 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                     ----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                     SPECIALLY SERVICED LOAN DETAIL - PART 1



                            Offering      Servicing   Resolution
Distribution    Loan        Document       Transfer    Strategy    Scheduled   Property
    Date       Number   Cross-Reference      Date      Code (1)     Balance    Type (2)
---------------------------------------------------------------------------------------


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


                                               Net                                        Remaining
Distribution           Interest    Actual   Operating    NOI          Note   Maturity   Amortization
    Date       State     Rate     Balance     Income    Date   DSCR   Date     Date         Term
----------------------------------------------------------------------------------------------------


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


                          (1) Resolution Strategy Code

1 -  Modification
2 -  Foreclosure
3 -  Bankruptcy
4 -  Extension
5 -  Note Sale
6 -  DPO
7 -  REO
8 -  Resolved
9 -  Pending Return
     to Master Servicer
10 - Deed In Lieu Of
     Foreclosure
11 - Full Payoff
12 - Reps and Warranties
13 - Other or TBD

                             (2) Property Type Code

MF - Multi-Family
RT - Retail
HC - Health Care
IN - Industrial
WH - Warehouse
MH - Mobile Home Park
OF - Office
MU - Mixed use
LO - Lodging
SS - Self Storage
OT - Other

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 22 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                     SPECIALLY SERVICED LOAN DETAIL - PART 2



------------------------------------------------------------------------------------------------------------------------------
                            Offering      Resolution      Site                                             Other REO
Distribution    Loan        Document       Strategy    Inspection                  Appraisal   Appraisal    Property
    Date       Number   Cross-Reference    Code (1)       Date      Phase 1 Date      Date       Value      Revenue    Comment
------------------------------------------------------------------------------------------------------------------------------


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


(1)  Resolution Strategy Code

1 -  Modification
2 -  Foreclosure
3 -  Bankruptcy
4 -  Extension
5 -  Note Sale
6 -  DPO
7 -  REO
8 -  Resolved
9 -  Pending Return to Master Servicer
10 - Deed In Lieu Of Foreclosure
11 - Full Payoff
12 - Reps and Warranties
13 - Other or TBD

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 23 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                              MODIFIED LOAN DETAIL



------------------------------------------------------------------------------------------------------------------------------------
             Offering
 Loan        Document      Pre-Modification   Post-Modification   Pre-Modification   Post-Modification   Modification   Modification
Number   Cross-Reference        Balance            Balance          Interest Rate      Interest Rate         Date        Description
------------------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------------------
Totals
====================================================================================================================================


Copyright, Wells Fargo Bank, N.A.


                                                                   Page 24 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                                 ADVANCE SUMMARY



--------------------------------------------------------------------------------------------
                                                                     Current Period Interest
             Current P&I   Outstanding P&I   Outstanding Servicing     on P&I and Servicing
Loan Group     Advances        Advances             Advances              Advances Paid
--------------------------------------------------------------------------------------------

1                0.00            0.00                 0.00                      0.00
2                0.00            0.00                 0.00                      0.00
--------------------------------------------------------------------------------------------
Totals           0.00            0.00                 0.00                      0.00
============================================================================================


Copyright, Wells Fargo Bank, N.A.


                                                                   Page 25 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                        HISTORICAL LIQUIDATED LOAN DETAIL



---------------------------------------------------------------------------------
                                  Fees,    Most Recent   Gross Sales      Net
                    Beginning   Advances,   Appraised    Proceeds or    Proceeds
Distribution        Scheduled     and         Value         Other     Received on
    Date      ODCR   Balance   Expenses *    or BPO        Proceeds   Liquidation
---------------------------------------------------------------------------------


---------------------------------------------------------------------------------
Current Total
=================================================================================
Cumulative Total
=================================================================================


              Net Proceeds              Date of      Current                Loss to
                Available   Realized    Current      Period    Cumulative  Loan with
Distribution       for       Loss to  Period Adj.  Adjustment  Adjustment   Cum Adj.
    Date      Distribution    Trust     to Trust    to Trust    to Trust   to Trust
------------------------------------------------------------------------------------


------------------------------------------------------------------------------------
Current Total
====================================================================================
Cumulative Total
====================================================================================


*    Fees,  Advances and Expenses  also include  outstanding  P & I advances and
     unpaid fees (servicing, trustee, etc.).

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 26 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


              HISTORICAL BOND/COLLATERAL LOSS RECONCILIATION DETAIL



----------------------------------------------------------------------------------------------
               Offering   Beginning   Aggregate
              Document     Balance     Realized   Prior Realized      Amounts       Interest
Distribution    Cross-        at        Loss       Loss Applied     Covered by    (Shortages)/
    Date      Reference  Liquidation   on Loans  to Certificates  Credit Support    Excesses
----------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------------------
Totals
==============================================================================================


                                            Realized Loss
               Modification    Additional     Applied to    Recoveries of       (Recoveries)/
Distribution    /Appraisal    (Recoveries)   Certificates  Realized Losses    Losses Applied to
    Date      Reduction Adj.    /Expenses      to Date       Paid as Cash   Certificate Interest
------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------
Totals
================================================================================================


Copyright, Wells Fargo Bank, N.A.


                                                                   Page 27 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                INTEREST SHORTFALL RECONCILIATION DETAIL - PART 1



---------------------------------------------------------------------------------------
    Offering     Stated Principal  Current Ending      Special Servicing Fees
    Document         Balance at       Scheduled    ------------------------------
Cross-Reference    Contribution        Balance     Monthly  Liquidation  Work Out  ASER
---------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------
Totals
=======================================================================================


    Offering                    Non-Recoverable               Modified Interest  Additional
    Document                       (Scheduled    Interest on   Rate (Reduction)  Trust Fund
Cross-Reference  (PPIS) Excess     Interest)       Advances        /Excess         Expense
-------------------------------------------------------------------------------------------


-------------------------------------------------------------------------------------------
Totals
===========================================================================================


Copyright, Wells Fargo Bank, N.A.


                                                                   Page 28 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                INTEREST SHORTFALL RECONCILIATION DETAIL - PART 2



------------------------------------------------------------------------------------------------------------------------
                                                      Reimb of Advances to the Servicer
    Offering      Stated Principal   Current Ending   ---------------------------------
    Document         Balance at         Scheduled                     Left to Reimburse   Other (Shortfalls)/
Cross-Reference     Contribution         Balance      Current Month    Master Servicer          Refunds         Comments
------------------------------------------------------------------------------------------------------------------------


------------------------------------------------------------------------------------------------------------------------
Totals
========================================================================================================================
Interest Shortfall Reconciliation Detail Part 2 Total                        0.00
------------------------------------------------------------------------------------------------------------------------
Interest Shortfall Reconciliation Detail Part 1 Total                        0.00
------------------------------------------------------------------------------------------------------------------------
Total Interest Shortfall Allocated to Trust                                  0.00
------------------------------------------------------------------------------------------------------------------------


Copyright, Wells Fargo Bank, N.A.


                                                                   Page 29 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                              DEFEASED LOAN DETAIL



--------------------------------------------------------------------------------------------------
              Offering Document   Ending Scheduled
Loan Number    Cross-Reference         Balance       Maturity Date   Note Rate   Defeasance Status
--------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------------------------
Totals
==================================================================================================


Copyright, Wells Fargo Bank, N.A.


                                                                   Page 30 of 31





   [WELLS FARGO LOGO]             BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.         -----------------------------------------
                                    COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES          For Additional Information please contact
WELLS FARGO BANK, N.A.                           SERIES 2006-PWR14                                 CTSLink Customer Service
CORPORATE TRUST SERVICES                                                                                (301) 815-6600
9062 OLD ANNAPOLIS ROAD                                                                     Reports Available @ www.ctslink.com/cmbs
COLUMBIA, MD 21045-1951                                                                    -----------------------------------------
                                                                                                PAYMENT DATE:         01/11/2007
                                                                                                RECORD DATE:          12/29/2006
                                                                                                DETERMINATION DATE:   01/04/2007


                             SUPPLEMENTAL REPORTING

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

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

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

Copyright, Wells Fargo Bank, N.A.


                                                                   Page 31 of 31






                                   EXHIBIT D-2

            MINIMUM INFORMATION FOR CERTIFICATE ADMINISTRATOR REPORT

          (1) the date of such Distribution Date, and of the Record Date,
Interest Accrual Period, and Determination Date for such Distribution Date;

          (2) the aggregate Certificate Principal Balance or Notional Amount of
each Class of Certificates before and after giving effect to the distribution
made on such Distribution Date;

          (3) the amount of the distribution on such Distribution Date to the
Holders of each Class of Principal Balance Certificates in reduction of the
Class Principal Balance thereof;

          (4) the amount of the distribution on such Distribution Date to the
Holders of each Class of REMIC III Certificates allocable to Distributable
Certificate Interest;

          (5) the aggregate amount of P&I Advances made in respect of the
Mortgage Pool for such Distribution Date pursuant to Section 4.03(a);

          (6) the aggregate amount and general purpose of Servicing Advances
that have been made by the Master Servicers, the Special Servicers and the
Trustee with respect to the Mortgage Loans;

          (7) (A) the aggregate amount of servicing compensation in respect of
the Mortgage Pool (separately identifying the amount of each category of
compensation) paid to each Master Servicer, each Primary Servicer and each
Special Servicer during the related Collection Period, (B) the aggregate amount
of compensation in respect of the Mortgage Pool (separately identifying the
amount of each category of compensation) to the Trustee and the Certificate
Administrator and (C) the aggregate amount of servicing compensation in respect
of each Non-Trust-Serviced Pooled Mortgage Loan (separately identifying the
amount of each category of compensation) paid to the parties under the related
Non-Trust Servicing Agreement during the collection period thereunder that is
most recently ended;

          (8) the aggregate Stated Principal Balance of the Mortgage Pool
outstanding immediately before and immediately after such Distribution Date;

          (9) the number, aggregate unpaid principal balance, weighted average
remaining term to maturity and weighted average Mortgage Rate of the Pooled
Mortgage Loans (but not any successor REO Mortgage Loans to Pooled Mortgage
Loans) as of the close of business on the related Determination Date (or, in the
case of a Non-Trust-Serviced Pooled Mortgage Loan, as of the end of the most
recently ended collection period thereunder);

          (10) the number, aggregate unpaid principal balance (as of the close
of business on the related Determination Date (or, in the case of a
Non-Trust-Serviced Pooled Mortgage Loan, as of the end of the most recently
ended collection period thereunder) and aggregate Stated


                                      D-2-1



Principal Balance (immediately after such Distribution Date) of Pooled Mortgage
Loans (A) delinquent 30 to 59 days, (B) delinquent 60 to 89 days, (C) delinquent
90 or more days, and (D) not delinquent but constituting Specially Serviced
Mortgage Loans or in foreclosure but not constituting a n REO Mortgage Loan;

          (11) with respect to any REO Property that was included (or an
interest in which was included) in the Trust Fund as of the close of business on
the related Determination Date (or, in the case of a Non-Trust-Serviced Pooled
Mortgage Loan, as of the end of the most recently ended collection period
thereunder), the loan number of the related Pooled Mortgage Loan, the book value
of such REO Property and the amount of REO Revenues and other amounts, if any,
Received by the Trust with respect to such REO Property during the related
Collection Period (separately identifying the portion thereof allocable to
distributions on the Certificates) and, if available, the Appraised Value of
such REO Property as expressed in the most recent appraisal thereof and the date
of such appraisal;

          (12) the total payments and other collections Received by the Trust
during the related Collection Period, the fees and expenses paid therefrom (with
an identification of the general purpose of such fees and expenses and the party
receiving such fees and expenses) and the Available Distribution Amount for such
Distribution Date;

          (13) the amount of the distribution on such Distribution Date to the
Holders of each Class of REMIC III Certificates allocable to Prepayment Premiums
and/or Yield Maintenance Charges;

          (14) the Distributable Certificate Interest and Accrued Certificate
Interest in respect of each Class of REMIC III Certificates for such
Distribution Date or the related Interest Accrual Period, as applicable;

          (15) the Pass-Through Rate for each Class of REMIC III Certificates
for the Interest Accrual Period related to such Distribution Date;

          (16) the Principal Distribution Amount and the Unadjusted Principal
Distribution Amount for such Distribution Date, separately identifying the
respective components thereof (and, in the case of any Principal Prepayment or
other unscheduled collection of principal Received by the Trust during the
related Collection Period, the loan number for the related Pooled Mortgage Loan
and the amount of such prepayment or other collection of principal);

          (17) the Class Principal Balance of each Class of Principal Balance
Certificates and the Class Notional Amount of each Class of Interest-Only
Certificates, outstanding immediately before and immediately after such
Distribution Date, separately identifying any reduction therein pursuant to
Section 4.04 on such Distribution Date;

          (18) (A) the loan number for each Required Appraisal Loan (or, in the
case of a Non-Trust-Serviced Pooled Mortgage Loan, with a similar status under
the related Non-Trust Servicing Agreement) and any related Appraisal Reduction
Amount (including an itemized calculation thereof) as of the related
Determination Date and (B) the aggregate Appraisal Reduction Amount for all
Required Appraisal Loans (or, in the case of a Non-Trust-Serviced


                                      D-2-2



Pooled Mortgage Loan, with a similar status under the related Non-Trust
Servicing Agreement) as of the related Determination Date (or, in the case of a
Non-Trust-Serviced Pooled Mortgage Loan, as of the end of the most recently
ended collection period thereunder);

          (19) on a cumulative basis from the Cut-off Date, the number,
aggregate Stated Principal Balance immediately after such Distribution Date (in
the case of subclauses (A), (B) and (E)), aggregate Cut-off Date Balance (in the
case of subclauses (C) and (D)), weighted average extension period (except in
the case of subclause (B) and which shall be zero in the case of subclause (C)),
and weighted average anticipated extension period (in the case of subclause (B))
of Pooled Mortgage Loans (A) as to which the maturity dates have been extended,
(B) as to which the maturity dates are in the process of being extended, (C)
that have paid off and were never extended, (D) as to which the maturity dates
had previously been extended and have paid off and (E) as to which the maturity
dates had been previously extended and are in the process of being further
extended;

          (20) any unpaid Distributable Certificate Interest in respect of each
Class of REMIC III Certificates after giving effect to the distributions made on
such Distribution Date, and if the full amount of the Principal Distribution
Amount was not distributed on such Distribution Date, the portion of the
shortfall affecting each Class of Principal Balance Certificates;

          (21) the amount of the distribution on such Distribution Date to the
Holders of each Class of Principal Balance Certificates in reimbursement of any
Realized Loss or Additional Trust Fund Expense previously allocated thereto;

          (22) the aggregate unpaid principal balance of the Mortgage Pool
outstanding as of the close of business on the related Determination Date (or,
in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as of the end of the
most recently ended collection period thereunder);

          (23) with respect to any Pooled Mortgage Loan as to which a
Liquidation Event occurred during the related Collection Period (or, in the case
of a Non-Trust-Serviced Pooled Mortgage Loan, as of the end of the most recently
ended collection period thereunder), (A) the loan number thereof, (B) the nature
of the Liquidation Event and, in the case of a Final Recovery Determination, a
brief description of the basis for such Final Recovery Determination, (C) 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 (D) the aggregate amount of
any Realized Loss and Additional Trust Fund Expenses in connection with such
Liquidation Event;

          (24) with respect to any REO Property as to which a Final Recovery
Determination was made during the related Collection Period (or, in the case of
a Non-Trust-Serviced Pooled Mortgage Loan, as of the end of the most recently
ended collection period thereunder), (A) the loan number of the related Pooled
Mortgage Loan, (B) a brief description of the basis for the Final Recovery
Determination, (C) the aggregate of all Liquidation Proceeds and other amounts
Received by the Trust with respect to such REO Property during the related
Collection Period (separately identifying the portion thereof allocable to
distributions on the


                                      D-2-3



Certificates), (D) the aggregate amount of any Realized Loss and Additional
Trust Fund Expenses in respect of the related REO Pooled Mortgage Loan in
connection with such Final Recovery Determination and (E), if available, the
Appraised Value of such REO Property as expressed in the most recent appraisal
thereof and the date of such appraisal;

          (25) (A) the aggregate amount of unreimbursed P&I Advances that had
been outstanding with respect to the Mortgage Pool at the close of business on
the related Determination Date and the aggregate amount of any interest accrued
and payable to a Master Servicer or the Trustee in respect of any such
unreimbursed P&I Advances in accordance with Section 4.03 as of the close of
business on such related Determination Date and (B) the aggregate amount of
unreimbursed Servicing Advances (and/or comparable advances made in respect of a
Non-Trust-Serviced Pooled Mortgage Loan under a Non-Trust Servicing Agreement)
that had been outstanding with respect to the Mortgage Pool as of the close of
business on the related Determination Date (or, in the case of a
Non-Trust-Serviced Pooled Mortgage Loan, as of the end of the most recently
ended collection period thereunder) and the aggregate amount of interest accrued
and payable to the Master Servicers, the Special Servicers or the Trustee (or,
if applicable, to a comparable party under the Non-Trust Servicing Agreement) in
respect of such unreimbursed Servicing Advances in accordance with Section
3.11(g) (or, if applicable, any such comparable advance(s) in accordance with
the related Non-Trust Servicing Agreement) as of the close of business on such
related Determination Date (or, in the case of a Non-Trust-Serviced Pooled
Mortgage Loan, as of the end of the most recently ended collection period
thereunder);

          (26) the aggregate amount of any interest on Advances in respect of
the Mortgage Pool paid to the Master Servicers and the Trustee or any other
party hereto during the related Collection Period in accordance with Section
3.11(g) and/or Section 4.03(d) (and the aggregate amount of interest on
servicing advances in respect of Non-Trust-Serviced Pooled Mortgage Loan under a
Non-Trust Servicing Agreement as of the most recently ended collection period
thereunder);

          (27) a loan-by-loan listing of any Pooled Mortgage Loan that was
defeased during the related Collection Period;

          (28) the amount of Excess Liquidation Proceeds held in the Excess
Liquidation Proceeds Account as of the end of the related Collection Period;

          (29) the amount of the distribution made to the Holder of the Class R
Certificates on such Distribution Date;

          (30) with respect to any Pooled Mortgage Loan that was the subject of
any material modification, extension or waiver during the related Collection
Period, (A) the loan number thereof, (B) the unpaid principal balance thereof
and (C) a brief description of such modification, extension or waiver, as the
case may be;

          (31) with respect to any Pooled Mortgage Loan as to which an uncured
and unresolved Material Breach or Material Document Defect is alleged to exist,
(A) the loan number thereof, (B) the unpaid principal balance thereof, (C) a
brief description of such alleged


                                      D-2-4



Material Breach or Material Document Defect, as the case may be, and (D) the
status of such alleged Material Breach or Material Document Defect, as the case
may be, including any actions known to the Certificate Administrator that are
being taken by or on behalf of the related Pooled Mortgage Loan Seller;

          (32) with respect to any Pooled Mortgage Loan as to which the related
Mortgaged Property became an REO Property during the related Collection Period
(or, in the case of an REO Acquisition of a Non-Trust-Serviced Pooled Mortgage
Loan pursuant to the related Non-Trust Servicing Agreement, during the most
recently ended collection period thereunder), the loan number of such Pooled
Mortgage Loan and the Stated Principal Balance of such Pooled Mortgage Loan as
of the related Acquisition Date;

          (33) the aggregate of (A) all Realized Losses incurred during the
related Collection Period and, as of the related Determination Date, from the
Closing Date and (B) all Additional Trust Fund Expenses (with a description
thereof) incurred during the related Collection Period and, as of the related
Determination Date, from the Closing Date;

          (34) the aggregate of all Realized Losses and Additional Trust Fund
Expenses that remain unallocated immediately following such Distribution Date;
and

          (35) the Certificate Factor for each Class of REMIC III Certificates
immediately following such Distribution Date.

          In the case of information provided to the Trustee as a basis for
information to be furnished pursuant to clauses (5), (6), (7) through (11),
(18), (22), (23) through (27), and (30) through (34) above, insofar as the
underlying information is solely within the control of the Depositor, the
Special Servicers or the Master Servicers, the Certificate Administrator may,
absent manifest error, conclusively rely on the reports to be provided by the
Depositor, the Special Servicers or the Master Servicers, as the case may be.


                                      D-2-5



                                   EXHIBIT E-1

             FORM OF ARCAP INTEREST ON ADVANCE RECONCILIATION REPORT

          The report shall set forth, for each Pooled Mortgage Loan for which
any Advance Interest has been paid, (i) the amount of Advance Interest, (ii) the
amount of Default Charges available to offset such Advance Interest (per Section
3.26 of the Pooling and Servicing Agreement) and (iii) the net amount of such
Advance Interest giving effect to such offset.


                                       E-1



                                   EXHIBIT E-2

                 FORM OF ARCAP MORTGAGE LOANS DELINQUENT REPORT

                        MORTGAGE LOANS DELINQUENCY REPORT
                         As of Month End ______________

                                    Deal Name



LOAN    LOAN   PRO-SUPP  PROPERTY     ENDING      SCHEDULED  LATE  UNALLOCATED
 NBR  OFFICER     ID       NAME    SCH.PRIN.BAL.   PAYMENT   FEES    SUSPENSE
----  -------  --------  --------  -------------  ---------  ----  -----------



      OUTSTANDING  OUTSTANDING           FIRST
LOAN     P & I      SERVICING     PAID    DUE   GRACE
 NBR    ADVANCES     ADVANCES   TO DATE   DATE   DAYS   COMMENTS
----  -----------  -----------  -------  -----  ------  --------




SPECIALLY SERVICED LOANS


                                       E-2



                                   EXHIBIT E-3

             FORM OF ARCAP P&I ADVANCES AS OF REMITTANCE DATE REPORT

                                                          ADVANCES DETAIL REPORT

             [DEAL NAME]

             [DEAL SERIES]

             DISTRIBUTION DATE : [INSERT]

[TO BE COMPLETED AS OF MASTER
SERVICER REMITTANCE DATE]



                                              GROSS
                                 PRINCIPAL  INTEREST                        NET             SERVICING  INTEREST   TOTAL     ACTUAL
 LOAN   TAB  BORROWERS    PAID    ADVANCE    ADVANCE  ADMIN FEE   ASER   INTEREST   T & I    ADVANCE      ON     ADVANCE  PRINCIPAL
NUMBER   NO     NAME    TO DATE   BALANCE    BALANCE   PORTION   AMOUNT   ADVANCE  ADVANCE   BALANCE   ADVANCES  BALANCE   BALANCE
------  ---  ---------  -------  ---------  --------  ---------  ------  --------  -------  ---------  --------  -------  ---------


             TOTALS



                                       E-3



                                   EXHIBIT E-4

                       FORM OF ARCAP REALIZED LOSS REPORT



                                                                                                                               Items
                                                                                                                Instructions   that
              REALIZED LOSS FORM (PREPARED BY                                                                     to MS and   affect
              SPECIAL AND MASTER SERVICERS)                                                                        Trustee      CH*
              ----------------------------------------------------------------------------------------------------------------------
                                                             PORTFOLIO NAME
                                                               SERVICER ID:
   MAP
TEMPLATE
  FIELD
 TO LOAN
PERIODIC
 FIELD:   (APPLICABLE TO FINAL RECOVERY DETERMINATION/REALIZED LOSS)         DATE:                   4/15/2004
--------  ----------------------------------------------------------------------------------------------------

              TOTAL FUNDS RECEIVED ON CORRECTED MORTGAGE LOAN AND SPECIALLY
                 SERVICED MORTGAGE LOAN:
                 Sales Proceeds or Payoff Proceeds             3,600,000.00
                    Insurance Proceeds                                   --
                    Suspense Balance                                     --
                 Tax & Insurance Reserve Balance                         --
   --                  Other Reserve Balance                             --
   --                     Other Proceeds                                 --
                                                               ------------
   --         TOTAL FUNDS RECEIVED                                                  3,600,000.00
   --         LESS: LIQUIDATION EXPENSES
   --                                             Broker Fees     95,105.19
   --                                  Other Selling Expenses            --
                                                               ------------
   --                                                                                  95,105.19
                                                                                    ------------
   L45        PROCEEDS AVAILABLE                                                                  3,504,894.91
          ----------------------------------------------------------------------------------------------------
          1)  AMOUNTS DUE SERVICERS AND TRUSTEE:
              INCLUDES CURRENT PERIOD AND ACCRUED SERVICING FEES AND OTHER FEES:
              (EXCLUDES ITEMS FROM ADDITIONAL TRUST FUND EXPENSES)
   L109   A   Liquidation Fee to SS on SS loan                                         35,048.95
   L108   B   Workout Fee on Corrected Mtg. loan                                              --
   New1   C   Master Servicing Fees                                                           --
   New1   D   Special Servicing Fees                                                          --
   New1   E   Trustee Fees                                                                    --
   New1   F   Other Fees                                                                      --
   L37    G   P & I Advances (net)                                                            --
   L103   H   Interest on Advances- P & I                                              12,514.30
   L38    I   T&I Advances                                                                    --
   L103   J   Interest on Advances- T&I                                                       --
   L39    K   Servicing Advances (other Expense Advance oustanding)                           --
   L103   L   Interest on Advances-Servicing Advances                                         --
   --         TOTAL                                                                                  47,563.25

          2)  AMOUNTS HELD BACK FOR FUTURE PAYMENT:
                                                                                                                place in
                                                                                                                suspense
                                                                                                                until
                                                                                                                legal final
                                                                                                                invoice
                                                                                                                received
   New    A   Other Unpaid Fees and expenses                                            3,000.00
   New    B   Other amounts                                                                   --
   --         TOTAL                                                                                   3,000.00

          3)  ACCRUED INTEREST (CURRENT PERIOD AND PRIOR INTEREST SHORTFALLS)

   L23    A   Current Scheduled Interest (net of fees)                                 36,863.48                                 x
   L35    B   Cumulative Aser Amount                                                   50,000.00                                 x
   New2   C   Deemed non-recoverable interest (prior shortfall)                       695,006.76                                 x
   New2   D   Deemed non-recoverable interest (paid from trust principal)                     --                                 x
   New2   E   Other unpaid interest                                                           --                                 x
                                                                                    ------------
   --         TOTAL                                                                                 781,870.24                   x

          4)  ADDITIONAL TRUST FUND EXPENSES (PRIOR INTEREST SHORTFALLS OR                                                       x
              PRINCIPAL LOSSES)
   New3   A   Special Servicing Fees                                                    2,000.00                                 x
   New3   B   Work Out fees (Corrected Mortgage Loan)                                         --                                 x
   New3   C   Interest on Advances                                                     15,000.00                                 x
   New3   D   Other expenses: (Inspection by SS, Environmental, legal etc.)                   --                                 x
   New3   E   Unliquidated Advances (work-out delayed reimb.paid from
              trust-principal)                                                                --                                 x
   New3   F   Deemed Non-Recoverable Principal Advances (paid from
              trust-Principal)                                                      1,282,322.37                                 x
   New3   G   Deemed Non-Recoverable Servicing Advances (paid from
              trust-Principal)                                                      2,000,000.00                                 x
   --         TOTAL                                                                               3,299,322.37                   x

   L46        TOTAL #1 THROUGH #4 - LIQUIDATION EXPENSES                            4,131,755.86
                                                                                    ------------
   L27        NET PROCEEDS (PROCEEDS AVAILABLE LESS #1 THRU #4)                                    (626,861.05)                  x
                                                                                                  ------------
              (Proceeds available for Principal Distribution) (If negative,
              no proceeds available for distribution)
    L6        BEGINNING SCHEDULED PRINCIPAL BALANCE                                               5,833,393.01                   x
                                                                                                  ------------
              REALIZED LOSS CALCULATION                                                           6,460,254.06                   x
                                                                                                  ------------
   L47        REALIZED LOSS TO TRUST (PER DEFINITION IN PSA)                                      5,833,393.01
          ----------------------------------------------------------------------------------------------------
   New4       IF REALIZED LOSS > BEGINNING SCHEDULED PRINCIPAL BALANCE (IF POSITIVE NUMBER)         626,861.05
              (REFER TO PSA FOR ALLOCATION) (OPTIONAL)

   --     A   Amounts allocated to Interest shortfall--Current Period                       --
   --     B   Amount applied to Interest shortfall or principal                     626,861.05
              loss--Prior Period
   --     C   Amount to Realized Loss > than STB, allocate to current                       --
              period principal
   --     D   Other method per PSA
              ------------------------------------------------------------------------------------------------

              ADDITIONAL PROCEEDS RECEIVED AFTER FINAL RECOVERY DETERMINATION/REALIZED LOSS
              AMOUNTS DISTRIBUTED AS REIMBURSEMENT OF UNFUNDED PRINCIPAL BALANCE REDUCTIONS
              (PRIOR REALIZED LOSSES) (OPTIONAL)                                                                                 x

              Date                Description    Amount  Class that received funds (optional)
              ----                -----------    ------  ------------------------------------
   New5       5/8/2004                             2000
                                                      0

              subtotal Additional Proceeds                                                            2,000.00
          ----------------------------------------------------------------------------------------------------
              ADDITIONAL EXPENSES AFTER FINAL RECOVERY DETERMINATION/REALIZED LOSS ALLOCATED TO INTEREST SHORTFALLS              x

              Date                Description    Amount  Class that received funds (optional)
              ----                -----------    ------  ------------------------------------
   New5       5/8/2004            Legal expense    1500
                                                      0

              subtotal Additional Expenses                                                            1,500.00
                                                                                                  ------------
          CUMULATIVE NET ADJUSTMENT TO TRUST                                                            500.00
          ----------------------------------------------------------------------------------------------------
              Signature and Title of Servicing Officer                                        Date

          CC: SPECIAL SERVICER, MASTER SERVICER, TRUSTEE, ATTACHMENT TO DISTRIBUTION STATEMENT
          ----------------------------------------------------------------------------------------------------



                                       E-4



                                   EXHIBIT E-5

              ARCAP NAMING CONVENTION FOR ELECTRONIC FILE DELIVERY

ARCap Naming Convention for Electronic File Delivery

Deal Name - Prospectus Loan I.D. - Statement Type - Statement Date - Months
Covered by Statement

For Example:

JPM2000C10-00001.1-OS-12312000-12
JPM2000C10-00001.2-OS-12312000-12
JPM2000C10-00001.1-OSAR-12312000-12
JPM2000C10-00001.1-FS-12312000-12
JPM2000C10-00001.1-RR-12312000

DLJ2000CKP1-00150.1-OS-12312000-12
DLJ2000CKP1-00001.1-OSAR-12312000-12
DLJ2000CKP1-00001.1-FS-12312000-12
DLJ2000CKP1-00001.1-RR-12312000
DLJ2000CKP1-00001.1-PI-12312000

Please note there should not be any special characters in the Deal Name, i.e. no
spaces, no dashes, no underscores, etc.

The Prospectus Loan I.D. should have five leading characters, a decimal point,
and the Mortgaged Property # (1,2,3,etc).

The Statement Types are:   OS     Operating Statement  (PDF or TIF format)
                           OSAR   Operating Statement Analysis
                                  Report & NOI ADJ Worksheet (Excel
                                  Format named individually, not rolling format)
                           FS     Borrower Financial Statement (PDF or TIF)
                           RR     Rent Roll (Excel or PDF or TIF)
                           PI     Property Inspection (Excel format)
                           HS     Healthcare Survey
                           FR     Franchise Annual Compliance Report

The Statement Date should be eight characters long - MODAYEAR where MO = months
from 01 to 12, DAY = day of month from 01 to 31, YEAR = year such as 2002 or
2003 or 2004.

         THE MONTHS COVERED BY THE STATEMENT SHOULD RANGE FROM 01 TO 12.


                                       E-5



                                   EXHIBIT E-6

             CONTROLLING CLASS CERTIFICATEHOLDER'S REPORTS CHECKLIST



                      Information                                      Format                       Frequency
-------------------------------------------------------             ------------  --------------------------------------------

             Property Operating Statement                  Actual     PDF/TIF        Quarterly per Section 3.12/4.02 of PSA
                  Property Rent Roll                       Actual     PDF/TIF        Quarterly per Section 3.12/4.02 of PSA
Other Financials as required by Mortgage Loan Documents    Actual     PDF/TIF             Per Section 3.12/4.02 of PSA
                  Property Inspection                      Actual     PDF/TIF     Within 30 days of annual or other inspection
                                                                                             per Section 3.12 of PSA
     P&I Advances as of Remittance Date Report(1)         Monthly      Excel             Master Servicer Remittance Date
         Mortgage Loans Delinquent Report (2)             Monthly      Excel        End of each month per Section 4.02 of PSA
       Interest on Advance Reconciliation Report          Monthly      Excel                    Distribution Date
       CMSA Setup File (Issuer/Trustee/Servicer)          CMSA IRP  Access/Excel            Monthly/Distribution Date
                  CMSA Property File                      CMSA IRP  Access/Excel            Monthly/Distribution Date
            CMSA Loan Periodic Update File                CMSA IRP  Access/Excel            Monthly/Distribution Date
                  CMSA Financial File                     CMSA IRP  Access/Excel            Monthly/Distribution Date
           Distribution Statement (Trustee)               Monthly    Excel/PDF              Monthly/Distribution Date
               CMSA Bond File (Trustee)                   CMSA IRP  Access/Excel            Monthly/Distribution Date
            CMSA Collateral File (Trustee)                CMSA IRP  Access/Excel            Monthly/Distribution Date
               CMSA Supplemental Reports                  CMSA IRP  Access/Excel            Monthly/Distribution Date
          Operating Statement Analysis Report             CMSA IRP  Access/Excel            Monthly/Distribution Date
               NOI Adjustment Worksheet                   CMSA IRP  Access/Excel            Monthly/Distribution Date
       Documentation Exceptions Report (Trustee)         Quarterly  Access/Excel            Monthly/Distribution Date


Footnotes:

(1)  On the Master Servicer Remittance Date following the Determination Date for
     the related Distribution Date, a list of all Pooled Mortgage Loans
     delinquent and requiring a P&I Advance as of the P&I Advance Date.

(2)  As of the last day of the month (30th), for all delinquencies reported in
     FN 1 above, a list of all Pooled Mortgage Loans which remain delinquent for
     such distribution period (along with the number of days delinquent)
     accompanied with any reason, in the applicable Master Servicer's opinion,
     for the Pooled Mortgage Loans continued delinquency, along with an
     explanation of the applicable Master Servicer's attempts to cure.


                                       E-6



          The General Special Servicer requests that the above information be
organized in ascending Prospectus Loan I.D. order and forwarded on each of the
above-listed dates via e-mail to the following addresses:

Ricka Moore                           Larry Duggins
Director Bond/Mortgage Surveillance   President
ARCap REIT, Inc.                      ARCap REIT, Inc.
rmoore@arcap.com                      lduggins@arcap.com
(972) 580-1688 ext. 341               (972) 580-1688 ext. 323


                                       E-7



                                   EXHIBIT F-1

                         FORM OF TRANSFEROR CERTIFICATE
                  FOR TRANSFERS OF NON-REGISTERED CERTIFICATES
                              HELD IN PHYSICAL FORM

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479-0113

Attention: Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14

[OR OTHER CERTIFICATE REGISTRAR]

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14, Class
               ______ Certificates [having an initial aggregate Certificate
               [Principal Balance] [Notional Amount] as of December 19, 2006
               (the "Closing Date") of $__________] [evidencing a ____%
               Percentage Interest in the related Class] (the "Transferred
               Certificates")

Dear Sirs:

          This letter is delivered to you in connection with the transfer by
______________ (the "Transferor") to _________________ (the "Transferee") of the
captioned Certificates (the "Transferred Certificates") pursuant to Section 5.02
of the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement"),
dated as of December 1, 2006 among Bear Stearns Commercial Mortgage Securities
Inc., as Depositor, Prudential Asset Resources, Inc., as a Master Servicer and
as Loan-Specific Special Servicer, Wells Fargo Bank, National Association, as a
Master Servicer, as Certificate Administrator and as Tax Administrator, ARCap
Servicing, Inc., as General Special Servicer, and LaSalle Bank National
Association, as Trustee. All capitalized terms used herein and not otherwise
defined shall have the respective meanings set forth in the Pooling and
Servicing Agreement. The Transferor hereby certifies, represents and warrants to
you, as Certificate Registrar, and for the benefit of the Trustee and the
Depositor, that:

          1. The Transferor is the lawful owner of the Transferred Certificates
with the full right to transfer such Certificates free from any and all claims
and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a


                                       F-1



Transferred Certificate or any other similar security to any person in any
manner, (b) solicited any offer to buy or accept a transfer, pledge or other
disposition of any Transferred Certificate, any interest in a Transferred
Certificate or any other similar security from any person in any manner, (c)
otherwise approached or negotiated with respect to any Transferred Certificate,
any interest in a Transferred Certificate or any other similar security with any
person in any manner, (d) made any general solicitation with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security by means of general advertising or in any other manner, or (e)
taken any other action with respect to any Transferred Certificate, any interest
in a Transferred Certificate or any other similar security, which (in the case
of any of the acts described in clauses (a) through (e) hereof) would constitute
a distribution of the Transferred Certificates under the Securities Act of 1933,
as amended (the "Securities Act"), or would render the disposition of the
Transferred Certificates a violation of Section 5 of the Securities Act or any
state securities laws, or would require registration or qualification of the
Transferred Certificates pursuant to the Securities Act or any state securities
laws.

                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferor)


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       F-2



                                  EXHIBIT F-2A

                FORM I OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479-0113

Attention: Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14
[OR OTHER CERTIFICATE REGISTRAR]

          Re: Bear Stearns Commercial Mortgage Securities Inc., Commercial
              Mortgage Pass-Through Certificates, Series 2006-PWR14, Class
              ______ Certificates [having an initial aggregate Certificate
              [Principal Balance] [Notional Amount] as of December 19, 2006
              (the "Closing Date") of $__________] [evidencing a ____%
              Percentage Interest in the related Class] (the "Transferred
              Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
[through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants)] in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2006 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer and as Loan-Specific Special Servicer,
Wells Fargo Bank, National Association, as a Master Servicer, as Certificate
Administrator and as Tax Administrator, ARCap Servicing, Inc., as General
Special Servicer, and LaSalle Bank National Association, as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A") under
the Securities Act of 1933, as amended (the "Securities Act"), and has completed
one of the forms of certification to that effect attached hereto as Annex 1 and
Annex 2. The Transferee is aware that the sale to it is being made in reliance
on Rule 144A. The Transferee is acquiring the Transferred Certificates for its
own account or for the account of another Qualified Institutional


                                     F-2A-1



Buyer, and understands that such Transferred Certificates may be resold, pledged
or transferred only (a) to a person reasonably believed to be a Qualified
Institutional Buyer that purchases for its own account or for the account of
another Qualified Institutional Buyer and to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (b)
pursuant to another exemption from registration under the Securities Act.

          2. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) the nature, performance and servicing of the Mortgage Loans, (d) the Pooling
and Servicing Agreement and the Trust Fund created pursuant thereto, and (e) all
related matters, that it has requested.

          3. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

          4. Check one of the following:

               [_]  We are a "U.S. Tax Person" and we have attached hereto an
                    Internal Revenue Service ("IRS") Form W-9 (or successor
                    form).

               [_]  We are not a "U.S. Tax Person" and, under applicable law in
                    effect on the date hereof, no Taxes will be required to be
                    withheld by the Certificate Registrar (or its agent) with
                    respect to distributions to be made on the Certificates. We
                    have attached hereto (i) a duly executed IRS Form W8-BEN (or
                    successor form), which identifies us as the beneficial owner
                    of the Certificates and states that we are not a U.S. Tax
                    Person, (ii) IRS Form W-8IMY (and appropriate attachments)
                    or (iii) two duly executed copies of IRS Form W-8ECI (or
                    successor form), which identify us as the beneficial owner
                    of the Certificates and state that interest and original
                    issue discount on the Certificates is, or is expected to be,
                    effectively connected with a U.S. trade or business. We
                    agree to provide to the Certificate Registrar updated IRS
                    Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as the case
                    may be, and any applicable successor IRS forms, or such
                    other certifications as the Certificate Registrar may
                    reasonably request, on or before the dates 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, a "U.S. Tax Person" means a citizen or resident
               of the United States for U.S. federal income tax purposes, a
               corporation or partnership (except to the extent provided in the
               applicable Treasury Regulations) created or organized in or under
               the laws of the United States, any State thereof or the District
               of Columbia, including any entity treated as a corporation or
               partnership for federal income tax purposes, an estate


                                     F-2A-2



               the income of which is subject to U.S. federal income taxation
               regardless of its source, or a trust if a court within the United
               States is able to exercise primary supervision over the
               administration of such trust, and one or more U.S. Tax Persons
               have the authority to control or substantial decisions of such
               trust (or, to the extent provided in applicable Treasury
               Regulations, certain trusts in existence on August 20, 1996 which
               are eligible to elect to be treated as U.S. Tax Persons).

                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferee)


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                             Nominee Acknowledgment

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                        (Nominee)


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                     F-2A-3



                                                         ANNEX 1 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [For Transferees Other Than Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates being
transferred (the "Transferred Certificates") as described in the Transferee
certificate to which this certification relates and to which this certification
is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee [each of the Transferee's equity owners] owned and/or
invested on a discretionary basis $______________________(1) in securities
(other than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category
marked below.

     ___  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986.

     ___  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any state, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the state or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Transferred Certificates in the case
          of a U.S. bank, and not more than 18 months preceding such date of
          sale in the case of a foreign bank or equivalent institution.

     ___  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar

----------
(1)  Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     F-2A-4



          institution, which is supervised and examined by a state or federal
          authority having supervision over any such institutions or is a
          foreign savings and loan association or equivalent institution and (b)
          has an audited net worth of at least $25,000,000 as demonstrated in
          its latest annual financial statements, a copy of which is attached
          hereto, as of a date not more than 16 months preceding the date of
          sale of the Transferred Certificates in the case of a U.S. savings and
          loan association, and not more than 18 months preceding such date of
          sale in the case of a foreign savings and loan association or
          equivalent institution.

     ___  Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934, as amended.

     ___  Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a State, U.S. territory or the District
          of Columbia.

     ___  State or Local Plan. The Transferee is a plan established and
          maintained by a State, its political subdivisions, or any agency or
          instrumentality of the State or its political subdivisions, for the
          benefit of its employees.

     ___  ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974.

     ___  Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940, as amended.

     ___  QIB Subsidiary. All of the Transferee's equity owners are "qualified
          institutional buyers" within the meaning of Rule 144A.

     ___  Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex 2 rather than
          this Annex 1.) _______________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________
          ______________________________________________________________________

          3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee did
not include (i) securities of issuers that are affiliated with such Person, (ii)
securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.


                                     F-2A-5



          4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any Person, the Transferee
used the cost of such securities to such Person, unless such Person reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities were valued at market. Further,
in determining such aggregate amount, the Transferee may have included
securities owned by subsidiaries of such Person, but only if such subsidiaries
are consolidated with such Person in its financial statements prepared in
accordance with generally accepted accounting principles and if the investments
of such subsidiaries are managed under such Person's direction. However, such
securities were not included if such Person is a majority-owned, consolidated
subsidiary of another enterprise and such Person is not itself a reporting
company under the Securities Exchange Act of 1934, as amended.

          5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee may be in reliance on Rule 144A.

     ___   ___   Will the Transferee be purchasing the Transferred Certificates
     Yes    No   only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's purchase of the Transferred
Certificates will constitute a reaffirmation of this certification as of the
date of such purchase. In addition, if the Transferee is a bank or savings and
loan as provided above, the Transferee agrees that it will furnish to such
parties any updated annual financial statements that become available on or
before the date of such purchase, promptly after they become available.

          8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                        ________________________________________
                                                Print Name of Transferee


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------
                                        Date:
                                               ---------------------------------


                                     F-2A-6



                                                         ANNEX 2 TO EXHIBIT F-2A

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [For Transferees That Are Registered Investment Companies]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Certificate Registrar], as Certificate
Registrar, with respect to the mortgage pass-through certificates (the
"Transferred Certificates") described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee") or, if the
Transferee is a "qualified institutional buyer" as that term is defined in Rule
144A under the Securities Act of 1933, as amended ("Rule 144A") because the
Transferee is part of a Family of Investment Companies (as defined below), is an
executive officer of the investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, and (ii) as marked below, the Transferee
alone owned and/or invested on a discretionary basis, or the Transferee's Family
of Investment Companies owned, at least $100,000,000 in securities (other than
the excluded securities referred to below) as of the end of the Transferee's
most recent fiscal year. For purposes of determining the amount of securities
owned by the Transferee or the Transferee's Family of Investment Companies, the
cost of such securities was used, unless the Transferee or any member of the
Transferee's Family of Investment Companies, as the case may be, reports its
securities holdings in its financial statements on the basis of their market
value, and no current information with respect to the cost of those securities
has been published, in which case the securities of such entity were valued at
market.

    ____  The Transferee owned and/or invested on a discretionary basis
          $___________________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with
          Rule 144A).

    ____  The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).


                                     F-2A-7



          4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment Companies, (ii) bank deposit notes and
certificates of deposit, (iii) loan participations, (iv) repurchase agreements,
(v) securities owned but subject to a repurchase agreement and (vi) currency,
interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the
Transferee, or owned by the Transferee's Family of Investment Companies, the
securities referred to in this paragraph were excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
sales to the Transferee will be in reliance on Rule 144A.

     ____    ____   Will the Transferee be purchasing the Transferred
     Yes      No    Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is purchasing for an account other than its own, such
account belongs to a third party that is itself a "qualified institutional
buyer" within the meaning of Rule 144A, and the "qualified institutional buyer"
status of such third party has been established by the Transferee through one or
more of the appropriate methods contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's purchase of the Transferred Certificates will
constitute a reaffirmation of this certification by the undersigned as of the
date of such purchase.

          8. Capitalized terms used but not defined herein have the respective
meanings ascribed thereto in the Pooling and Servicing Agreement pursuant to
which the Transferred Certificates were issued.

                                        Print Name of Transferee or Adviser


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------

                                        IF AN ADVISER:

                                        Print Name of Transferee

                                        Date:
                                             -----------------------------------


                                     F-2A-8



                                  EXHIBIT F-2B

               FORM II OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF
                NON-REGISTERED CERTIFICATES HELD IN PHYSICAL FORM

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention: Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14 [OR
OTHER CERTIFICATE REGISTRAR]

          Re: Bear Stearns Commercial Mortgage Securities Inc., Commercial
              Mortgage Pass-Through Certificates, Series 2006-PWR14, Class
              ______ Certificates [having an initial aggregate Certificate
              [Principal Balance] [Notional Amount] as of December 19, 2006
              (the "Closing Date") of $__________] [evidencing a ____%
              Percentage Interest in the related Class] (the "Transferred
              Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
[through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Company ("DTC") and the Depository Participants)] in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2006 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer and as Loan-Specific Special Servicer,
Wells Fargo Bank, National Association, as a Master Servicer, as Certificate
Administrator and as Tax Administrator, ARCap Servicing, Inc., as General
Special Servicer, and LaSalle Bank National Association, as Trustee. All
capitalized terms used herein and not otherwise defined shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferor hereby certifies, represents and warrants to you, as Certificate
Registrar, and for the benefit of the Trustee and the Depositor that:

          1. Transferee is acquiring the Transferred Certificates for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.


                                     F-2B-1



          2. Transferee understands that (a) the Transferred Certificates have
not been and will not be registered under the Securities Act or registered or
qualified under any applicable state securities laws, (b) none of the Depositor,
the Trustee, Certificate Administrator or the Certificate Registrar is obligated
so to register or qualify the Transferred Certificates, and (c) neither the
Transferred Certificates nor any security issued in exchange therefor or in lieu
thereof may be resold or transferred unless it is (i) registered pursuant to the
Securities Act and registered or qualified pursuant to any applicable state
securities laws or (ii) sold or transferred in a transaction which is exempt
from such registration and qualification and the Certificate Registrar has
received (A) a certificate from the prospective transferor substantially in the
form attached as Exhibit F-1 to the Pooling and Servicing Agreement and a
certificate from the prospective transferee substantially in the form attached
either as Exhibit F-2A or as Exhibit F-2B to the Pooling and Servicing
Agreement; or (B) an Opinion of Counsel satisfactory to the Certificate
Administrator to the effect that, among other things, the transfer may be made
without registration under the Securities Act, together with the written
certification(s) as to the facts surrounding the transfer from the prospective
transferor and/or prospective transferee upon which such Opinion of Counsel is
based.

          3. The Transferee understands that it may not sell or otherwise
transfer the Transferred Certificates, any security issued in exchange therefor
or in lieu thereof or any interest in the foregoing except in compliance with
the provisions of Section 5.02 of the Pooling and Servicing Agreement, which
provisions it has carefully reviewed, and that the Transferred Certificates will
bear legends substantially to the following effect:

     THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES OR BLUE
     SKY LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES, ITS
     TERRITORIES AND POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER
     DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
     REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
     NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE
     WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
     REFERRED TO HEREIN.

     IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION
     OUTSIDE OF THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS
     AND SALES MUST COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

     NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO
     ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS
     SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
     ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
     (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING
     THIS CERTIFICATE


                                     F-2B-2



     OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY OF, AS TRUSTEE OF,
     OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN
     OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SECTION 5.02 OF
     THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

          4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of any Transferred
Certificate, any interest in a Transferred Certificate or any other similar
security to any person in any manner, (b) solicited any offer to buy or accept a
transfer, pledge or other disposition of any Transferred Certificate, any
interest in a Transferred Certificate or any other similar security from any
person in any manner, (c) otherwise approached or negotiated with respect to any
Transferred Certificate, any interest in a Transferred Certificate or any other
similar security with any person in any manner, (d) made any general
solicitation by means of general advertising or in any other manner, or (e)
taken any other action, that (in the case of any of the acts described in
clauses (a) through (e) above) would constitute a distribution of the
Transferred Certificates under the Securities Act, would render the disposition
of the Transferred Certificates a violation of Section 5 of the Securities Act
or any state securities law or would require registration or qualification of
the Transferred Certificates pursuant thereto. The Transferee will not act, nor
has it authorized nor will it authorize any person to act, in any manner set
forth in the foregoing sentence with respect to the Transferred Certificates,
any interest in the Transferred Certificates or any other similar security.

          5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Transferred Certificates and distributions thereon,
(c) nature, performance and servicing of the Mortgage Loans, (d) the Pooling and
Servicing Agreement and the Trust Fund created pursuant thereto and (e) all
related matters, that it has requested.

          6. The Transferee is an "accredited investor" within the meaning of
paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities Act or an
entity in which all the equity owners come within such paragraphs. The
Transferee has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of an investment in the
Transferred Certificates; the Transferee has sought such accounting, legal and
tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such an
investment and can afford a complete loss of such investment.

          7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.

          8. Check one of the following:

               [_]  We are a "U.S. Tax Person" and we have attached hereto an
                    Internal Revenue Service ("IRS") Form W-9 (or successor
                    form).

               [_]  We are not a "U.S. Tax Person" and, under applicable law in
                    effect on the date hereof, no Taxes will be required to be
                    withheld by the


                                     F-2B-3



                    Certificate Registrar (or its agent) with respect to
                    distributions to be made on the Certificates. We have
                    attached hereto (i) a duly executed IRS Form W8-BEN (or
                    successor form), which identifies us as the beneficial owner
                    of the Certificates and states that we are not a U.S. Tax
                    Person, (ii) IRS Form W-8IMY (and appropriate attachments)
                    or (iii) two duly executed copies of IRS Form W-8ECI (or
                    successor form), which identify us as the beneficial owner
                    of the Certificates and state that interest and original
                    issue discount on the Certificates is, or is expected to be,
                    effectively connected with a U.S. trade or business. We
                    agree to provide to the Certificate Registrar updated IRS
                    Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as the case
                    may be, and any applicable successor IRS forms, or such
                    other certifications as the Certificate Registrar may
                    reasonably request, on or before the dates 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, a "U.S. Tax Person" means a citizen or resident
               of the United States for U.S. federal income tax purposes, a
               corporation or partnership (except to the extent provided in the
               applicable Treasury Regulations) created or organized in or under
               the laws of the United States, any State thereof or the District
               of Columbia, including any entity treated as a corporation or
               partnership for federal income tax purposes, an estate the income
               of which is subject to U.S. federal income taxation regardless of
               its source, or a trust if a court within the United States is
               able to exercise primary supervision over the administration of
               such trust, and one or more U.S. Tax Persons have the authority
               to control or substantial decisions of such trust (or, to the
               extent provided in applicable Treasury Regulations, certain
               trusts in existence on August 20, 1996 which are eligible to
               elect to be treated as U.S. Tax Persons).

                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferee)


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                     F-2B-4



                             Nominee Acknowledgment

          The undersigned hereby acknowledges and agrees that as to the
Transferred Certificates being registered in its name, the sole beneficial owner
thereof is and shall be the Transferee identified above, for whom the
undersigned is acting as nominee.

                                        ----------------------------------------
                                        (Nominee)


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                     F-2B-5



                                  EXHIBIT F-2C

                   FORM OF TRANSFEREE CERTIFICATE FOR CERTAIN
             TRANSFERS OF INTERESTS IN RULE 144A GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

          Re: Bear Stearns Commercial Mortgage Securities Inc., Commercial
              Mortgage Pass-Through Certificates, Series 2006-PWR14, Class __
              Certificates  having an initial  aggregate  Certificate
              [Principal  Balance]  [Notional  Amount] as of December 19, 2006
              (the "Closing Date") of $[__________] (the "Transferred
              Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
_________________ (the "Transferor") to _________________ (the "Transferee")
through our respective Depository Participants of the Transferor's beneficial
ownership interest (currently maintained on the books and records of The
Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2006 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc., as depositor (the "Depositor"),
Prudential Asset Resources, Inc., as a master servicer and as loan-specific
special servicer, Wells Fargo Bank National Association, as a master servicer,
as certificate administrator and as tax administrator, ARCap Servicing, Inc., as
general special servicer, and LaSalle Bank National Association, as trustee (the
"Trustee"). All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to and agrees with you,
and for the benefit of the Depositor, the Trustee and the Certificate Registrar
that:

          1. The Transferee is a "qualified institutional buyer" (a "Qualified
     Institutional Buyer") as that term is defined in Rule 144A ("Rule 144A")
     under the Securities Act of 1933, as amended (the "Securities Act") and has
     completed one of the forms of certification to that effect attached hereto
     as Annex 1 and Annex 2. The Transferee is aware that the Transfer to it of
     the Transferor's interest in the Transferred Certificates is being made in
     reliance on Rule 144A. The Transferee is acquiring such interest in the
     Transferred Certificates for its own account or for the account of a
     Qualified Institutional Buyer.

          2. The Transferee understands that (a) the Transferred Certificates
     have not been and will not be registered under the Securities Act or
     registered or qualified under any applicable state securities laws, (b)
     none of the Depositor, the Trustee, Certificate


                                     F-2C-1



     Administrator or the Certificate Registrar is obligated so to register or
     qualify the Transferred Certificates, and (c) neither the Transferred
     Certificates nor any security issued in exchange therefor or in lieu
     thereof may be resold or transferred unless it is (i) registered pursuant
     to the Securities Act and registered or qualified pursuant any applicable
     state securities laws or (ii) sold or transferred in transactions which are
     exempt from such registration and qualification and the Transferor desiring
     to effect such transfer has received either (A) a certificate from the
     prospective transferee substantially in the form attached either as Exhibit
     F-2C to the Pooling and Servicing Agreement or (B) an opinion of counsel to
     the effect that the transferee is a Qualified Institutional Buyer and such
     transfer may be made without registration under the Securities Act.

          3. The Transferee understands that it may not sell or otherwise
     transfer any Transferred Certificate, any security issued in exchange
     therefor or in lieu thereof or any interest in the foregoing except in
     compliance with the provisions of Section 5.02 of the Pooling and Servicing
     Agreement, which provisions it has carefully reviewed, and that each
     Transferred Certificate will bear the following legends:

     THIS CERTIFICATE HAS NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES OR BLUE
     SKY LAWS OF ANY STATE OR OTHER JURISDICTION WITHIN THE UNITED STATES, ITS
     TERRITORIES AND POSSESSIONS. ANY RESALE, PLEDGE, TRANSFER OR OTHER
     DISPOSITION OF THIS CERTIFICATE OR ANY INTEREST HEREIN WITHOUT SUCH
     REGISTRATION OR QUALIFICATION MAY BE MADE ONLY IN A TRANSACTION WHICH DOES
     NOT REQUIRE SUCH REGISTRATION OR QUALIFICATION AND WHICH IS IN ACCORDANCE
     WITH THE PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT
     REFERRED TO HEREIN.

     IF OFFERS AND SALES OF THIS CERTIFICATE ARE MADE IN ANY JURISDICTION
     OUTSIDE OF THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, SUCH OFFERS
     AND SALES MUST COMPLY WITH ALL APPLICABLE LAWS OF SUCH JURISDICTION.

     NO TRANSFER OF THIS CERTIFICATE OR ANY INTEREST HEREIN MAY BE MADE (A) TO
     ANY RETIREMENT PLAN OR OTHER EMPLOYEE BENEFIT PLAN OR ARRANGEMENT THAT IS
     SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED
     ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED
     (THE "CODE"), OR (B) TO ANY PERSON WHO IS DIRECTLY OR INDIRECTLY PURCHASING
     THIS CERTIFICATE OR SUCH INTEREST HEREIN ON BEHALF OF, AS NAMED FIDUCIARY
     OF, AS TRUSTEE OF, OR WITH ASSETS OF ANY SUCH RETIREMENT PLAN OR OTHER
     EMPLOYEE BENEFIT PLAN OR ARRANGEMENT, EXCEPT IN ACCORDANCE WITH THE
     PROVISIONS OF SECTION 5.02 OF THE POOLING AND SERVICING AGREEMENT REFERRED
     TO HEREIN.


                                     F-2C-2



          4. The Transferee has been furnished with all information regarding
     (a) the Depositor, (b) the Transferred Certificates and any distributions
     thereon, (c) the nature, performance and servicing of the Mortgage Loans,
     (d) the Pooling and Servicing Agreement, and (e) all related matters, that
     it has requested.

          5. Check one of the following:

               [_]  We are a "U.S. Tax Person" and we have attached hereto an
                    Internal Revenue Service ("IRS") Form W-9 (or successor
                    form).

               [_]  We are not a "U.S. Tax Person" and, under applicable law in
                    effect on the date hereof, no Taxes will be required to be
                    withheld by the Certificate Registrar (or its agent) with
                    respect to distributions to be made on the Certificates. We
                    have attached hereto (i) a duly executed IRS Form W8-BEN (or
                    successor form), which identifies us as the beneficial owner
                    of the Certificates and states that we are not a U.S. Tax
                    Person, (ii) IRS Form W-8IMY (and appropriate attachments)
                    or (iii) two duly executed copies of IRS Form W-8ECI (or
                    successor form), which identify us as the beneficial owner
                    of the Certificates and state that interest and original
                    issue discount on the Certificates is, or is expected to be,
                    effectively connected with a U.S. trade or business. We
                    agree to provide to the Certificate Registrar updated IRS
                    Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as the case
                    may be, and any applicable successor IRS forms, or such
                    other certifications as the Certificate Registrar may
                    reasonably request, on or before the dates 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, a "U.S. Tax Person" means a citizen or resident
               of the United States for U.S. federal income tax purposes, a
               corporation or partnership (except to the extent provided in the
               applicable Treasury Regulations) created or organized in or under
               the laws of the United States, any State thereof or the District
               of Columbia, including any entity treated as a corporation or
               partnership for federal income tax purposes, an estate the income
               of which is subject to U.S. federal income taxation regardless of
               its source, or a trust if a court within the United States is
               able to exercise primary supervision over the administration of
               such trust, and one or more U.S. Tax Persons have the authority
               to control or substantial decisions of such trust (or, to the
               extent provided in applicable Treasury Regulations, certain
               trusts in existence on August 20, 1996 which are eligible to
               elect to be treated as U.S. Tax Persons).


                                     F-2C-3



                                        Very truly yours,


                                        ----------------------------------------
                                        (Transferee)


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                     F-2C-4



                                                         ANNEX 1 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
          [FOR TRANSFEREES OTHER THAN REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Bear Stearns Commercial Mortgage
Securities Inc. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (the "Transferee").

          2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) [the Transferee] [each of the Transferee's equity owners] owned
and/or invested on a discretionary basis $_____________ (2) in securities (other
than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category
marked below.

     ___  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986.

     ___  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any State, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the State or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Transferred Certificates in the case
          of a U.S. bank, and not more than 18 months preceding such date of
          sale for a foreign bank or equivalent institution.

     ___  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar institution, which is supervised and
          examined by a State or Federal authority

----------
(1)  Transferee or each of its equity owners must own and/or invest on a
     discretionary basis at least $100,000,000 in securities unless Transferee
     or any such equity owner, as the case may be, is a dealer, and, in that
     case, Transferee or such equity owner, as the case may be, must own and/or
     invest on a discretionary basis at least $10,000,000 in securities.


                                     F-2C-5



          having supervision over any such institutions or is a foreign savings
          and loan association or equivalent institution and (b) has an audited
          net worth of at least $25,000,000 as demonstrated in its latest annual
          financial statements, a copy of which is attached hereto, as of a date
          not more than 16 months preceding the date of sale of the Transferred
          Certificates in the case of a U.S. savings and loan association, and
          not more than 18 months preceding such date of sale in the case of a
          foreign savings and loan association or equivalent institution.

     ___  Broker-dealer. The Transferee is a dealer registered pursuant to
          Section 15 of the Securities Exchange Act of 1934, as amended.

     ___  Insurance Company. The Transferee is an insurance company whose
          primary and predominant business activity is the writing of insurance
          or the reinsuring of risks underwritten by insurance companies and
          which is subject to supervision by the insurance commissioner or a
          similar official or agency of a State, U.S. territory or the District
          of Columbia.

     ___  State or Local Plan. The Transferee is a plan established and
          maintained by a State, its political subdivisions, or any agency or
          instrumentality of the State or its political subdivisions, for the
          benefit of its employees.

     ___  ERISA Plan. The Transferee is an employee benefit plan within the
          meaning of Title I of the Employee Retirement Income Security Act of
          1974.

     ___  Investment Advisor. The Transferee is an investment advisor registered
          under the Investment Advisers Act of 1940, as amended.

     ___  QIB Subsidiary. All of the Transferee's equity owners are "qualified
          institutional buyers" within the meaning of Rule 144A.

     ___  Other. (Please supply a brief description of the entity and a
          cross-reference to the paragraph and subparagraph under subsection
          (a)(1) of Rule 144A pursuant to which it qualifies. Note that
          registered investment companies should complete Annex 2 rather than
          this Annex 1.)

          3. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by the Transferee, the Transferee
did not include (i) securities of issuers that are affiliated with such Person,
(ii) securities that are part of an unsold allotment to or subscription by such
Person, if such Person is a dealer, (iii) bank deposit notes and certificates of
deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities
owned but subject to a repurchase agreement and (vii) currency, interest rate
and commodity swaps.

          4. For purposes of determining the aggregate amount of securities
owned and/or invested on a discretionary basis by any such Person, the
Transferee used the cost of such securities to such Person, unless such Person
reports its securities holdings in its financial statements on the basis of
their market value, and no current information with respect to the cost of those
securities has been published, in which case the securities were valued at
market.


                                     F-2C-6



Further, in determining such aggregate amount, the Transferee may have
included securities owned by subsidiaries of such Person, but only if such
subsidiaries are consolidated with such Person in its financial statements
prepared in accordance with generally accepted accounting principles and if the
investments of such subsidiaries are managed under such Person's direction.
However, such securities were not included if such Person is a majority-owned,
consolidated subsidiary of another enterprise and such Person is not itself a
reporting company under the Securities Exchange Act of 1934, as amended.

          5. The Transferee acknowledges that it is familiar with Rule 144A and
understands that the Transferor and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein
because one or more Transfers to the Transferee may be in reliance on Rule 144A.

          ___  ___ Will the Transferee be acquiring interests in the Transferred
          Yes   No Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is acquiring any interest in the Transferred Certificates
for an account other than its own, such account belongs to a third party that is
itself a "qualified institutional buyer" within the meaning of Rule 144A, and
the "qualified institutional buyer" status of such third party has been
established by the Transferee through one or more of the appropriate methods
contemplated by Rule 144A.

          7. The Transferee will notify each of the parties to which this
certification is made of any changes in the information and conclusions herein.
Until such notice is given, the Transferee's acquisition of any interest in of
the Transferred Certificates will constitute a reaffirmation of this
certification as of the date of such acquisition. In addition, if the Transferee
is a bank or savings and loan as provided above, the Transferee agrees that it
will furnish to such parties any updated annual financial statements that become
available on or before the date of such acquisition, promptly after they become
available.

          8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                     (Transferee)


                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:
                                         Date:


                                     F-2C-7



                                                         ANNEX 2 TO EXHIBIT F-2C

            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
           [FOR TRANSFEREES THAT ARE REGISTERED INVESTMENT COMPANIES]

          The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and for the benefit of Bear Stearns Commercial Mortgage
Securities Inc. with respect to the mortgage pass-through certificates being
transferred in book-entry form (the "Transferred Certificates") as described in
the Transferee Certificate to which this certification relates and to which this
certification is an Annex:

          1. As indicated below, the undersigned is the chief financial officer,
a person fulfilling an equivalent function, or other executive officer of the
entity acquiring interests in the Transferred Certificates (the "Transferee")
or, if the Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because the Transferee is part of a Family of Investment Companies (as defined
below), is an executive officer of the investment adviser (the "Adviser").

          2. The Transferee is a "qualified institutional buyer" as defined in
Rule 144A because (i) the Transferee is an investment company registered under
the Investment Company Act of 1940, as amended, and (ii) as marked below, the
Transferee alone owned and/or invested on a discretionary basis, or the
Transferee's Family of Investment Companies owned, at least $100,000,000 in
securities (other than the excluded securities referred to below) as of the end
of the Transferee's most recent fiscal year. For purposes of determining the
amount of securities owned by the Transferee or the Transferee's Family of
Investment Companies, the cost of such securities was used, unless the
Transferee or any member of the Transferee's Family of Investment Companies, as
the case may be, reports its securities holdings in its financial statements on
the basis of their market value, and no current information with respect to the
cost of those securities has been published, in which case the securities of
such entity were valued at market.

     ___  The Transferee owned and/or invested on a discretionary basis
          $___________________ in securities (other than the excluded securities
          referred to below) as of the end of the Transferee's most recent
          fiscal year (such amount being calculated in accordance with Rule
          144A).

     ___  The Transferee is part of a Family of Investment Companies which owned
          in the aggregate $______________ in securities (other than the
          excluded securities referred to below) as of the end of the
          Transferee's most recent fiscal year (such amount being calculated in
          accordance with Rule 144A).

          3. The term "Family of Investment Companies" as used herein means two
or more registered investment companies (or series thereof) that have the same
investment adviser or investment advisers that are affiliated (by virtue of
being majority owned subsidiaries of the same parent or because one investment
adviser is a majority owned subsidiary of the other).

          4. The term "securities" as used herein does not include (i)
securities of issuers that are affiliated with the Transferee or are part of the
Transferee's Family of Investment


                                     F-2C-8



Companies, (ii) bank deposit notes and certificates of deposit, (iii) loan
participations, (iv) repurchase agreements, (v) securities owned but subject to
a repurchase agreement and (vi) currency, interest rate and commodity swaps. For
purposes of determining the aggregate amount of securities owned and/or invested
on a discretionary basis by the Transferee, or owned by the Transferee's Family
of Investment Companies, the securities referred to in this paragraph were
excluded.

          5. The Transferee is familiar with Rule 144A and understands that the
Transferor and other parties related to the Transferred Certificates are relying
and will continue to rely on the statements made herein because one or more
Transfers to the Transferee will be in reliance on Rule 144A.

          ___  ___ Will the Transferee be acquiring interests in the Transferred
          Yes   No Certificates only for the Transferee's own account?

          6. If the answer to the foregoing question is "no", then in each case
where the Transferee is acquiring any interest in the Transferred Certificates
for an account other than its own, such account belongs to a third party that is
itself a "qualified institutional buyer" within the meaning of Rule 144A, and
the "qualified institutional buyer" status of such third party has been
established by the Transferee through one or more of the appropriate methods
contemplated by Rule 144A.

          7. The undersigned will notify the parties to which this certification
is made of any changes in the information and conclusions herein. Until such
notice, the Transferee's acquisition of any interest in the Transferred
Certificates will constitute a reaffirmation of this certification by the
undersigned as of the date of such acquisition.

          8. Capitalized terms used but not defined herein have the meanings
ascribed thereto in the Pooling and Servicing Agreement pursuant to which the
Transferred Certificates were issued.

                                     (Transferee or Adviser)


                                     By:
                                         ---------------------------------------
                                          Name:
                                          Title:

                                     IF AN ADVISER:

                                     Print Name of Transferee

                                     Date:


                                     F-2C-9



                                  EXHIBIT F-2D

                   FORM OF TRANSFEREE CERTIFICATE FOR CERTAIN
           TRANSFERS OF INTERESTS IN REGULATION S GLOBAL CERTIFICATES

                                     [Date]

[TRANSFEROR]

               Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
                    Mortgage Pass-Through Certificates, Series 2006-PWR14, Class
                    __ Certificates having an initial aggregate Certificate
                    [Principal Balance] [Notional Amount] as of December 19,
                    2006 (the "Closing Date") of $[__________] (the "Transferred
                    Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________________ (the "Transferor") to __________________________ (the
"Transferee") through our respective Depository Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Company ("DTC") and the Depository Participants) in the
captioned Certificates (the "Transferred Certificates"), pursuant to Section
5.02 of the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of December 1, 2006, among Bear Stearns Commercial
Mortgage Securities Inc., as depositor, Prudential Asset Resources, Inc., as a
master servicer and as loan-specific special servicer, Wells Fargo Bank,
National Association, as a master servicer, as certificate administrator and as
tax administrator, ARCap Servicing, Inc., as general special servicer, and
LaSalle Bank National Association, as trustee. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to and agrees with you, and for the benefit of the Depositor, that the
Transferee is not a United States Securities Person.

          For purposes of this certification, "United States Securities Person"
means (i) any natural person resident in the United States, (ii) any partnership
or corporation organized or incorporated under the laws of the United States,
(iii) any estate of which any executor or administrator is a United States
Securities Person, other than any estate of which any professional fiduciary
acting as executor or administrator is a United States Securities Person if an
executor or administrator of the estate who is not a United States Securities
Person has sole or shared investment discretion with respect to the assets of
the estate and the estate is governed by foreign law, (iv) any trust of which
any trustee is a United States Securities Person, other than a trust of which
any professional fiduciary acting as trustee is a United States Securities
Person if a trustee who is not a United States Securities Person has sole or
shared investment discretion with respect to the trust assets and no beneficiary
of the trust (and no settlor if the trust is revocable) is a United States
Securities Person, (v) any agency or branch of a foreign entity located in the
United States,


                                     F-2D-1



unless the agency or branch operates for valid business reasons and is engaged
in the business of insurance or banking and is subject to substantive insurance
or banking regulation, respectively, in the jurisdiction where located, (vi) any
non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a United
States Securities Person, (vii) any discretionary account or similar account
(other than an estate or trust) held by a dealer or other fiduciary organized,
incorporated or (if an individual) resident in the United States, other than one
held for the benefit or account of a non-United States Securities Person by a
dealer or other professional fiduciary organized, incorporated or (if an
individual) resident in the United States, or (viii) any partnership or
corporation if (a) organized or incorporated under the laws of any foreign
jurisdiction and (b) formed by a United States Securities Person principally for
the purpose of investing in securities not registered under the United States
Securities Act of 1933, as amended (the "Securities Act"), unless it is
organized or incorporated, and owned, by "accredited investors" (as defined in
Rule 501(a)) under the Securities Act, who are not natural persons, estates or
trusts; provided, however, that the International Monetary Fund, the
International Bank for Reconstruction and Development, the Inter-American
Development Bank, the Asian Development Bank, the African Development Bank, the
United Nations and their agencies, affiliates and pension plans, any other
similar international organizations, their agencies, affiliates and pension
plans shall not constitute United States Securities Persons.

          Check one of the following:

          [_]  We are a "U.S. Tax Person" and we have attached hereto an
               Internal Revenue Service ("IRS") Form W-9 (or successor form).

          [_]  We are not a "U.S. Tax Person" and, under applicable law in
               effect on the date hereof, no Taxes will be required to be
               withheld by the Certificate Registrar (or its agent) with respect
               to distributions to be made on the Certificates. We have attached
               hereto (i) a duly executed IRS Form W8-BEN (or successor form),
               which identifies us as the beneficial owner of the Certificates
               and states that we are not a U.S. Tax Person, (ii) IRS Form
               W-8IMY (and appropriate attachments) or (iii) two duly executed
               copies of IRS Form W-8ECI (or successor form), which identify us
               as the beneficial owner of the Certificates and state that
               interest and original issue discount on the Certificates is, or
               is expected to be, effectively connected with a U.S. trade or
               business. We agree to provide to the Certificate Registrar
               updated IRS Form W-8BEN, IRS Form W-8IMY or IRS Form W-8ECI, as
               the case may be, and any applicable successor IRS forms, or such
               other certifications as the Certificate Registrar may reasonably
               request, on or before the dates 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.


                                     F-2D-2



          For this purpose, a "U.S. Tax Person" means a citizen or resident of
the United States for U.S. federal income tax purposes, a corporation or
partnership (except to the extent provided in the applicable Treasury
Regulations) created or organized in or under the laws of the United States, any
State thereof or the District of Columbia, including any entity treated as a
corporation or partnership for federal income tax purposes, an estate the income
of which is subject to U.S. federal income taxation regardless of its source, or
a trust if a court within the United States is able to exercise primary
supervision over the administration of such trust, and one or more U.S. Tax
Persons have the authority to control or substantial decisions of such trust
(or, to the extent provided in applicable Treasury Regulations, certain trusts
in existence on August 20, 1996 which are eligible to elect to be treated as
U.S. Tax Persons).

          We understand that this certification is required in connection with
certain securities laws of the United States. In connection therewith, if
administrative or legal proceedings are commenced or threatened in connection
with which this certification is or would be relevant, we irrevocably authorize
you to produce this certification to any interested party in such proceedings.

Dated:  __________, _____


                                     By:
                                         ---------------------------------------
                                          As, or agent for, the beneficial
                                          owner(s) of the Certificates to which
                                          this certificate relates.


                                     F-2D-3



                                  EXHIBIT F-3A

                         FORM OF TRANSFEROR CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

                                     [Date]

Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14 (the
               "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Excess Servicing Fee Right established under the Pooling and Servicing
Agreement, dated as of December 1, 2006 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Prudential Asset Resources, Inc. as a master servicer and as
loan-specific specials servicer, Wells Fargo Bank, National Association, as a
master servicer, as certificate administrator and as tax administrator, ARCap
Servicing, Inc., as general special servicer, and LaSalle Bank National
Association, as trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
Depositor, that:

          1. The Transferor is the lawful owner of the right to receive the
Excess Servicing Fees with respect to the Serviced Mortgage Loans for which
_________________ is the applicable Master Servicer (the "Excess Servicing Fee
Right"), with the full right to transfer the Excess Servicing Fee Right free
from any and all claims and encumbrances whatsoever.

          2. Neither the Transferor nor anyone acting on its behalf has (a)
offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other
similar security to any person in any manner, (b) solicited any offer to buy or
accept a transfer, pledge or other disposition of the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security with any person in any manner,
(d) made any general solicitation with respect to the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a)
through (e) hereof) would constitute a


                                     F-3A-1



distribution of the Excess Servicing Fee Right under the Securities Act of 1933,
as amended (the "Securities Act"), or would render the disposition of the Excess
Servicing Fee Right a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of the Excess
Servicing Fee Right pursuant to the Securities Act or any state securities laws.

                                     Very truly yours,


                                     By:
                                         ---------------------------------------
                                     Name:
                                     Title:


                                     F-3A-2



                                  EXHIBIT F-3B

                         FORM OF TRANSFEREE CERTIFICATE
                 FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS

                                     [Date]

Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York  10179

[APPLICABLE MASTER SERVICER]

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14 (the
               "Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Excess Servicing Fee Right established under the Pooling and Servicing
Agreement, dated as of December 1, 2006 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Prudential Asset Resources, Inc., as a master servicer and as
loan-specific special servicer, Wells Fargo Bank, National Association, as a
master servicer, as certificate administrator and as tax administrator, ARCap
Servicing, Inc., as general special servicer, and LaSalle Bank National
Association, as trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you, as
the Depositor and the applicable Master Servicer, that:

          1. The Transferee is acquiring the right to receive Excess Servicing
Fees with respect to the Serviced Mortgage Loans as to which __________________
is the applicable Master Servicer (the "Excess Servicing Fee Right") for its own
account for investment and not with a view to or for sale or transfer in
connection with any distribution thereof, in whole or in part, in any manner
which would violate the Securities Act of 1933, as amended (the "Securities
Act"), or any applicable state securities laws.

          2. The Transferee understands that (a) the Excess Servicing Fee Right
has not been and will not be registered under the Securities Act or registered
or qualified under any applicable state securities laws, (b) none of the
Depositor, the Trustee, Certificate Administrator or the Certificate Registrar
is obligated so to register or qualify the Excess Servicing Fee Right, and (c)
the Excess Servicing Fee Right may not be resold or transferred unless it is (i)
registered pursuant to the Securities Act and registered or qualified pursuant
to any applicable state securities laws or (ii) sold or transferred in
transactions which are exempt from such registration


                                     F-3B-1



and qualification and (A) the Depositor has received a certificate from the
prospective transferor substantially in the form attached as Exhibit F-3A to the
Pooling and Servicing Agreement, and (B) each of the applicable Master Servicer
and the Depositor have received a certificate from the prospective transferee
substantially in the form attached as Exhibit F-3B to the Pooling and Servicing
Agreement.

          3. The Transferee understands that it may not sell or otherwise
transfer the Excess Servicing Fee Right or any interest therein except in
compliance with the provisions of Section 3.11 of the Pooling and Servicing
Agreement, which provisions it has carefully reviewed.

          4. Neither the Transferee nor anyone acting on its behalf has (a)
offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other
similar security to any person in any manner, (b) solicited any offer to buy or
accept a pledge, disposition or other transfer of the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess
Servicing Fee Right or any other similar security with any person in any manner,
(d) made any general solicitation with respect to the Excess Servicing Fee
Right, any interest in the Excess Servicing Fee Right or any other similar
security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in
the Excess Servicing Fee Right or any other similar security, which (in the case
of any of the acts described in clauses (a) through (e) above) would constitute
a distribution of the Excess Servicing Fee Right under the Securities Act, would
render the disposition of the Excess Servicing Fee Right a violation of Section
5 of the Securities Act or any state securities law or would require
registration or qualification of the Excess Servicing Fee Right pursuant
thereto. The Transferee will not act, nor has it authorized or will it authorize
any person to act, in any manner set forth in the foregoing sentence with
respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.

          5. The Transferee has been furnished with all information regarding
(a) the Depositor, (b) the Excess Servicing Fee Right and any payments thereon,
(c) the Pooling and Servicing Agreement and the Trust Fund created pursuant
thereto, (d) the nature, performance and servicing of the Mortgage Loans, and
(e) all related matters that it has requested.

          6. The Transferee is (a) a "qualified institutional buyer" within the
meaning of Rule 144A under the Securities Act or (b) an "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or an entity in which all of the equity owners come within such
paragraphs. The Transferee has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an
investment in the Excess Servicing Fee Right; the Transferee has sought such
accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Transferee is able to bear the economic
risks of such investment and can afford a complete loss of such investment.


                                     F-3B-2



          7. The Transferee agrees (i) to keep all information relating to the
Trust, the Trust Fund and the parties to the Pooling and Servicing Agreement,
and made available to it, confidential, (ii) not to use or disclose such
information in any manner which could result in a violation of any provision of
the Securities Act or would require registration of the Excess Servicing Fee
Right or any Certificate pursuant to the Securities Act, and (iii) not to
disclose such information, and to cause its officers, directors, partners,
employees, agents or representatives not to disclose such information, in any
manner whatsoever, in whole or in part, to any other Person other than such
holder's auditors, legal counsel and regulators, except to the extent such
disclosure is required by law, court order or other legal requirement or to the
extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of
disclosure by such holder; provided, however, that such holder may provide all
or any part of such information to any other Person who is contemplating an
acquisition of the Excess Servicing Fee Right if, and only if, such Person (x)
confirms in writing such prospective acquisition and (y) agrees in writing to
keep such information confidential, not to use or disclose such information in
any manner which could result in a violation of any provision of the Securities
Act or would require registration of the Excess Servicing Fee Right or any
Certificates pursuant to the Securities Act and not to disclose such
information, and to cause its officers, directors, partners, employees, agents
or representatives not to disclose such information, in any manner whatsoever,
in whole or in part, to any other Person other than such Persons' auditors,
legal counsel and regulators.

          8. The Transferee acknowledges that the holder of the Excess Servicing
Fee Right shall not have any rights under the Pooling and Servicing Agreement
except as set forth in Section 3.11(a) of the Pooling and Servicing Agreement,
and that the Excess Servicing Fee Rate may be reduced to the extent provided in
the Pooling and Servicing Agreement.

                                     Very truly yours,


                                     By:
                                         ---------------------------------------
                                     Name:
                                     Title:


                                     F-3B-3



                                   EXHIBIT G-1

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES AND NON-INVESTMENT GRADE
                       CERTIFICATES HELD IN PHYSICAL FORM)

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota  55479-0113

Attention: Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14
[OR OTHER CERTIFICATE REGISTRAR]

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14, Class
               ______ Certificates [having an initial aggregate Certificate
               [Principal Balance] [Notional Amount] as of December 19, 2006
               (the "Closing Date") of $__________] [evidencing a ____%
               Percentage Interest in the related Class] (the "Transferred
               Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2006 among Bear Stearns Commercial Mortgage Securities Inc., as
Depositor, Prudential Asset Resources, Inc., as a Master Servicer and as
Loan-Specific Special Servicer, Wells Fargo Bank, National Association, as a
Master Servicer, as Certificate Administrator and as Tax Administrator, ARCap
Servicing, Inc., as General Special Servicer, and LaSalle Bank National
Association, as Trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferee hereby certifies, represents and warrants to you as
Certificate Registrar, as follows (check the applicable paragraph):

___  1. The Transferee is neither (A) a retirement plan or other employee
     benefit plan or arrangement, including an individual retirement account or
     annuity, a Keogh plan or a collective investment fund or separate account
     in which such plans, accounts or arrangements are invested, including an
     insurance company general account, that is subject to ERISA or Section 4975
     of the Code (each, a "Plan"), nor (B) a Person who is directly or
     indirectly purchasing the Transferred Certificates on behalf of, as named
     fiduciary of, as trustee of, or with assets of a Plan; or


                                      G-1-1



___  2. The Transferee is using funds from an insurance company general account
     to acquire the Transferred Certificates, and the purchase and holding of
     such Certificates by such Person are exempt from the prohibited transaction
     provisions of Section 406 of ERISA and Section 4975 of the Code under
     Sections I and III of Prohibited Transaction Class Exemption 95-60.

___  3 The Transferred Certificates are Class ___ Certificates, an interest in
     which is being acquired by or on behalf of a Plan in reliance on one of the
     individual prohibited transaction exemptions issued by the U.S. Department
     of Labor to __________________ (PTE 90-30 or 90-24), and such Transferred
     Certificates have an investment grade rating on the date of this letter,
     and such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
     Regulation D of the Securities Act, (Y) is not sponsored (within the
     meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
     Mortgage Loan Seller, either Master Servicer, any Special Servicer, any
     Sub-Servicer, any Person responsible for the servicing of a
     Non-Trust-Serviced Pooled Mortgage Loan, any Exemption-Favored Party or any
     Borrower with respect to any Mortgage Loan or group of Mortgage Loans that
     represents more than 5% of the aggregate unamortized principal balance of
     the Mortgage Loans determined on the date of the initial issuance of the
     Certificates, or by an Affiliate of any such Person, and (Z) agrees that it
     will obtain from each of its Transferees to which it transfers an interest
     in the Transferred Certificates, a written certification to the effect
     described in Paragraph 1 above, a written certification to the effect
     described in Paragraph 2 above or a written representation that such
     Transferee satisfies the requirements of the immediately preceding clauses
     (X) and (Y) of this Paragraph 3, together with a written agreement that
     such Transferee will obtain from each of its Transferees a similar written
     certification or representation.

                                     Very truly yours,

                                     [TRANSFEREE]


                                     By:
                                         ---------------------------------------
                                     Name:
                                     Title:


                                      G-1-2



                                   EXHIBIT G-2

             FORM OF TRANSFEREE CERTIFICATE IN CONNECTION WITH ERISA
              (NON-REGISTERED CERTIFICATES HELD IN BOOK ENTRY FORM)

                                     [Date]

[TRANSFEROR]

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14, Class ____
               Certificates [having an initial aggregate [Principal Balance]
               [Notional Amount] as of December 19, 2006 (the "Closing Date") of
               $__________] (the "Transferred Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the Transfer by
______________________ (the "Transferor") to _________________ (the
"Transferee") through our respective DTC Participants of the Transferor's
beneficial ownership interest (currently maintained on the books and records of
The Depository Trust Corporation ("DTC") and the Depository Participants) in the
Transferred Certificates. The Certificates, including the Transferred
Certificates, were issued pursuant to the Pooling and Servicing Agreement, dated
as of December 1, 2006 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer and as Loan-Specific Special Servicer,
Wells Fargo Bank, National Association, as a Master Servicer, as Certificate
Administrator and as Tax Administrator, ARCap Servicing, Inc., as General
Special Servicer, and LaSalle Bank National Association, as Trustee. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as follows (check
the applicable paragraph):

___  1. The Transferee is neither (A) a retirement plan, an employee benefit
     plan or other retirement arrangement, including an individual retirement
     account or annuity, a Keogh plan or a collective investment fund or
     separate account in which such plans, accounts or arrangements are
     invested, including an insurance company general account, that is subject
     to Section 406 of ERISA or Section 4975 of the Code (each, a "Plan"), nor
     (B) a Person who is directly or indirectly purchasing an interest in the
     Transferred Certificates on behalf of, as named fiduciary of, as trustee
     of, or with assets of, a Plan;

___  2. The Transferee is using funds from an insurance company general account
     to acquire an interest in the Transferred Certificates, and the purchase
     and holding of such interest by such Person are exempt from the prohibited
     transaction provisions of


                                      G-2-1



     Section 406 of ERISA and Section 4975 of the Code under Sections I and III
     of Prohibited Transaction Class Exemption 95-60; or

___  3. The Transferred Certificates are Class ____ Certificates, an interest in
     which is being acquired by or on behalf of a Plan in reliance on one of the
     individual prohibited transaction exemptions issued by the U.S. Department
     of Labor to __________________ (PTE 90-30 or 90-24), and such Transferred
     Certificates have an investment grade rating on the date of this letter,
     and such Plan (X) is an accredited investor as defined in Rule 501(a)(1) of
     Regulation D of the Securities Act, (Y) is not sponsored (within the
     meaning of Section 3(16)(B) of ERISA) by the Trustee, the Depositor, any
     Mortgage Loan Seller, either Master Servicer, any Special Servicer, any
     Sub-Servicer, any Person responsible for the servicing of a
     Non-Trust-Serviced Pooled Mortgage Loan, any Exemption-Favored Party or any
     Borrower with respect to any Mortgage Loan or group of Mortgage Loans that
     represents more than 5% of the aggregate unamortized principal balance of
     the Mortgage Loans determined on the date of the initial issuance of the
     Certificates, or by an Affiliate of any such Person, and (Z) agrees that it
     will obtain from each of its Transferees to which it transfers an interest
     in the Transferred Certificates, a written certification to the effect
     described in Paragraph 1 above, a written certification to the effect
     described in Paragraph 2 above or a written representation that such
     Transferee satisfies the requirements of the immediately preceding clauses
     (X) and (Y) of this Paragraph 3, together with a written agreement that
     such Transferee will obtain from each of its Transferees a similar written
     certification or representation.

                                     [TRANSFEREE]


                                     By:
                                         ---------------------------------------
                                         Name:
                                         Title:


                                      G-2-2



                                   EXHIBIT H-1

                    FORM OF TRANSFER AFFIDAVIT AND AGREEMENT
                      FOR TRANSFERS OF CLASS R CERTIFICATES

TRANSFER AFFIDAVIT PURSUANT TO
SECTIONS 860D(a)(6)(a) AND 860E(e)(4) OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Series
               2006-PWR14 (the "Certificates") issued pursuant to the Pooling
               and Servicing Agreement (the "Pooling and Servicing Agreement"),
               dated as of December 1, 2006, among Bear Stearns Commercial
               Mortgage Securities Inc., as Depositor, Prudential Asset
               Resources, Inc., as a Master Servicer and as Loan-Specific
               Special Servicer, Wells Fargo Bank, National Association, as a
               Master Servicer, as Certificate Administrator and as Tax
               Administrator, ARCap Servicing, Inc., as General Special
               Servicer, and LaSalle Bank National Association, as Trustee

STATE OF    )
            )   ss.: ____________________
COUNTY OF   )

          I, [_], under penalties of perjury, declare that, to the best of my
knowledge and belief, the following representations are true, correct and
complete, and being first sworn, depose and say that:

          1. I am the [_] of [_] (the "Purchaser"), on behalf of which I have
the authority to make this affidavit.

          2. The Purchaser is acquiring Class R Certificates representing [_]%
of the residual interest in each of the real estate mortgage investment conduits
(each, a "REMIC") designated as "REMIC I", "REMIC II" and "REMIC III",
respectively, relating to the Certificates for which an election has been or is
to be made under Section 860D of the Internal Revenue Code of 1986 (the "Code").

          3. The Purchaser is a Permitted Transferee (as defined in the Pooling
and Servicing Agreement) and is not a "Disqualified Organization" (as defined
below), and that the Purchaser is not acquiring the Class R Certificates for the
account of, or as agent or nominee of, or with a view to the transfer of direct
or indirect record or beneficial ownership thereof, to a person that is not a
Permitted Transferee or to a Disqualified Organization. For the purposes hereof,
a Disqualified Organization is any of the following: (i) the United States, (ii)
any state or political subdivision thereof, (iii) any foreign government, (iv)
any international organization, (v) any agency or instrumentality of any of the
foregoing, (vi) any tax-exempt organization (other than a cooperative described
in Section 521 of the Code) which is exempt from the tax imposed


                                      H-1-1



by Chapter 1 of the Code unless such organization is subject to the tax imposed
by Section 511 of the Code, (vii) any organization described in Section
1381(a)(2)(C) of the Code, or (viii) any other entity designated as a
"disqualified organization" by relevant legislation amending the REMIC
Provisions and in effect at or proposed to be effective as of the time of
determination. In addition, a corporation will not be treated as an
instrumentality of the United States or of any state or political subdivision
thereof if all of its activities are subject to tax (except for the Federal Home
Loan Mortgage Corporation) and a majority of its board of directors is not
selected by such governmental unit. The terms "United States" and "international
organization" shall have the meanings set forth in Section 7701 of the Code.

          4. The Purchaser is not a foreign permanent establishment or a fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

          5. The Purchaser will not cause the income from the Class R
Certificates to be attributable to a foreign permanent establishment or fixed
base (within the meaning of any applicable income tax treaty between the United
States and any foreign jurisdiction) of a United States Tax Person.

          6. The Purchaser acknowledges that Section 860E(e) of the Code would
impose a substantial tax on the transferor or, in certain circumstances, on an
agent for the transferee, with respect to any transfer of any interest in any
Class R Certificates to a Disqualified Organization.

          7. No purpose of the acquisition of the Class R Certificates is to
impede the assessment or collection of tax.

          8. [Check the statement that applies]

o    If the Transferor requires the safe harbor under Treasury Regulation
     Section 1.860E-1 to apply:

          [__] a) In accordance with Treasury Regulation Section 1.860E-1, the
Purchaser (i) is an "eligible corporation" as defined in Section
1.860E-1(c)(6)(i) of the Treasury Regulations, as to which the income of Class R
Certificates will only be subject to taxation in the United States, (ii) has,
and has had in each of its two preceding fiscal years, gross assets for
financial reporting purposes (excluding any obligation of a person related to
the transferee within the meaning of Section 1.860E-1(c)(6)(ii) of the Treasury
Regulations or any other assets if a principal purpose for holding or acquiring
such asset is to satisfy this condition) in excess of $100 million and net
assets of $10 million, and (iii) hereby agrees only to transfer the Certificate
to another corporation meeting the criteria set forth in Treasury Regulation
Section 1.860E-1;

          or

          [__] b) The Purchaser is a United States Tax Person and the
consideration paid to the Purchaser for accepting the Class R Certificates is
greater than the present value of the


                                      H-1-2



anticipated net federal income taxes and tax benefits ("Tax Liability Present
Value") associated with owning such Certificates, with such present value
computed using a discount rate equal to the "Federal short-term rate" prescribed
by Section 1274 of the Code as of the date hereof or, to the extent it is not,
if the Transferee has asserted that it regularly borrows, in the ordinary course
of its trade or business, substantial funds from unrelated third parties at a
lower interest rate than such applicable federal rate and the consideration paid
to the Purchaser is greater than the Tax Liability Present Value using such
lower interest rate as the discount rate, the transactions with the unrelated
third party lenders, the interest rate or rates, the date or dates of such
transactions, and the maturity dates or, in the case of adjustable rate debt
instruments, the relevant adjustment dates or periods, with respect to such
borrowings, are accurately stated in Exhibit A to this letter.

o    If the Transferor does not require the safe harbor under Treasury
     Regulation Section 1.860E-1 to apply:

          [__] c) The Purchaser is a "United States person" as defined in
Section 7701(a) of the Code and the regulations promulgated thereunder (the
Purchaser's U.S. taxpayer identification number is __________). The Purchaser is
not classified as a partnership under the Code (or, if so classified, all of its
beneficial owners are United States persons).

          9. The Purchaser 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 Purchaser
intends to pay taxes associated with holding the Class R Certificates as they
become due.

          10. The Purchaser understands that it may incur tax liabilities with
respect to the Class R Certificates in excess of any cash flows generated by
such Certificates.

          11. The Purchaser will not transfer the Class R Certificates to any
person or entity as to which the Purchaser has not received an affidavit
substantially in the form of this affidavit or to any person or entity as to
which the Purchaser has actual knowledge that the requirements set forth in
paragraphs 3, 4, 5, 7 or 9 hereof are not satisfied, or to any person or entity
with respect to which the Purchaser has not (at the time of such transfer)
satisfied the requirements under the Code to conduct a reasonable investigation
of the financial condition of such person or entity (or its current beneficial
owners if such person or entity is classified as a partnership under the Code).

          12. The Purchaser agrees to such amendments of the Pooling and
Servicing Agreement as may be required to further effectuate the prohibition
against transferring the Class R Certificates to a Disqualified Organization, an
agent thereof or a person that does not satisfy the requirements of paragraphs 7
and 9.

          13. The Purchaser consents to the designation of the Tax Administrator
as the agent of the Tax Matters Person of the REMIC I, REMIC II and REMIC III
pursuant to Section 10.01(d) of the Pooling and Servicing Agreement.

          Capitalized terms used but not defined herein have the meanings
assigned thereto in the Pooling and Servicing Agreement.


                                      H-1-3



          IN WITNESS WHEREOF, the Purchaser has caused this instrument to be
duly executed on its behalf by its duly authorized officer this ___ day of
_________________.


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

          Personally appeared before me [_] known or proved to me to be the same
person who executed the foregoing instrument and to be a [_] of the Purchaser,
and acknowledged to me that he/she executed the same as his/her free act and
deed and as the free act and deed of the Purchaser.

          Subscribed and sworn before me this
          ____ day of _______________.


          ----------------------------------------
          Notary Public


                                      H-1-4



                                   EXHIBIT H-2

                 FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS OF
                              CLASS R CERTIFICATES

                                     [Date]

Wells Fargo Bank, N.A.
Wells Fargo Center
Sixth and Marquette
Minneapolis, Minnesota 55479-0113

Attention: Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14
[OR OTHER CERTIFICATE REGISTRAR]

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14, Class R
               Certificates, evidencing a ____% Percentage Interest in such
               Class (the "Residual Interest Certificates")

Ladies and Gentlemen:

          This letter is delivered to you in connection with the transfer by
_________________ (the "Transferor") to _________________ (the "Transferee") of
the Transferred Certificates pursuant to Section 5.02 of the Pooling and
Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
December 1, 2006 among Bear Stearns Commercial Mortgage Securities Inc., as
Depositor, Prudential Asset Resources, Inc., as a Master Servicer and as
Loan-Specific Special Servicer, Wells Fargo Bank, National Association, as a
Master Servicer, as Certificate Administrator and as Tax Administrator, ARCap
Servicing, Inc., as General Special Servicer, and LaSalle Bank National
Association, as Trustee. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing
Agreement. The Transferor hereby certifies, represents and warrants to you as
Certificate Registrar, as follows:

          1. No purpose of the Transferor relating to the transfer of the
residual interest Certificates by the Transferor to the Transferee is or will be
to impede the assessment or collection of any tax.

          2. The Transferor understands that the Transferee has delivered to you
a Transfer Affidavit and Agreement in the form attached to the Pooling and
Servicing Agreement as Exhibit H-1. The Transferor does not know or believe that
any representation contained therein is false.


                                      H-2-1



          3. The Transferor has at the time of this transfer conducted a
reasonable investigation of the financial condition of the Transferee (or the
beneficial owners of the Transferee if the Transferee is classified as a
partnership under the Code) as contemplated by Treasury Regulation Section
1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has
determined that the Transferee has historically paid its debts as they became
due and has found no significant evidence to indicate that the Transferee will
not continue to pay its debts as they become due in the future. The Transferor
understands that the transfer of the Residual Interest Certificates may not be
respected for United States income tax purposes (and the Transferor may continue
to be liable for United States income taxes associated therewith) unless the
Transferor has conducted such an investigation.

                                        Very truly yours,


                                        By:
                                            ------------------------------------
                                        (Transferor)
                                        Name:
                                        Title:


                                      H-2-2



                                   EXHIBIT I-1

                        FORM OF NOTICE AND ACKNOWLEDGMENT
                   CONCERNING REPLACEMENT OF SPECIAL SERVICER

                                     [Date]

Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc.

55 Water Street
New York, New York 10041
Attention: __________________

Fitch, Inc.
One State Street Plaza
New York, New York 10004
Attention: __________________

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14

Ladies and Gentlemen:

          This notice is being delivered pursuant to Section 3.25 of the Pooling
and Servicing Agreement, dated as of December 1, 2006 (the "Agreement") among
Bear Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer and as Loan-Specific Special Servicer,
Wells Fargo Bank, National Association, as a Master Servicer, as Certificate
Administrator and as Tax Administrator, ARCap Servicing, Inc., as General
Special Servicer, the undersigned as Trustee, and relating to Bear Stearns
Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-PWR14 (the "Certificates"). Capitalized terms used but
not otherwise defined herein shall have respective meanings assigned to them in
the Agreement.

          Notice is hereby given that ____________________________________ has
designated ________________________________ to serve as [the General Special
Servicer] for the _______ Loan Group] under the Agreement.

          The designation of ____________________________ as Special Servicer
will become final if certain conditions are met and each Rating Agency delivers
to LaSalle Bank National Association, the trustee under the Agreement (the
"Trustee"), written confirmation that if the person designated to become [the
General Special Servicer] for the _______ Loan Group] were to serve as such,
such event would not result in an Adverse Rating Event with respect to any Class
of the Certificates. Accordingly, such confirmation is hereby requested as soon
as possible.


                                      I-1-1



          Please acknowledge receipt of this notice by signing the enclosed copy
of this notice where indicated below and returning it to the Trustee, in the
enclosed stamped self-addressed envelope.

                                        Very truly yours,

                                        LASALLE BANK NATIONAL ASSOCIATION


                                        ----------------------------------------
                                        Name:
                                        Title:

Receipt acknowledged:

STANDARD & POOR'S RATINGS SERVICES,
A DIVISION OF THE MCGRAW-HILL COMPANIES, INC.


By:
    ------------------------------------
Name:
Title:
Date:


FITCH, INC.


By:
    ------------------------------------
Name:
Title:
Date:


                                      I-1-2



                                   EXHIBIT I-2

               FORM OF ACKNOWLEDGMENT OF PROPOSED SPECIAL SERVICER

                                     [Date]

[CERTIFICATE ADMINISTRATOR]
[TAX ADMINISTRATOR]
[TRUSTEE]
[MASTER SERVICERS]
[DEPOSITOR]
[SPECIAL SERVICERS]

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14

Ladies and Gentlemen:

          Pursuant to Section 3.25 of the Pooling and Servicing Agreement, dated
as of December 1, 2006 relating to Bear Stearns Commercial Mortgage Securities
Inc., Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as [the General Special Servicer][the
Loan-Specific Special Servicer for the _______ Loan Group] under the Agreement.
The undersigned hereby acknowledges and agrees that, as of the date hereof, it
is and shall be a party to the Agreement and bound thereby to the full extent
indicated therein in the capacity of [the General Special Servicer] [the
Loan-Specific Special Servicer for the _______ Loan Group]. The undersigned
hereby makes, as of the date hereof, the representations and warranties set
forth in Section 2.07 of the Agreement, with the following corrections with
respect to type of entity and jurisdiction of organization:
____________________. Capitalized terms used but not otherwise defined herein
shall have respective meanings assigned to them in the Agreement.

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


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:


                                      I-2-1



                                    EXHIBIT J

                        FORM OF UCC-1 FINANCING STATEMENT

DEBTOR:

Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York 10179

SECURED PARTY:

LaSalle Bank National Association
as Trustee for the registered holders of
Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group--
Bear Stearns Commercial Mortgage Securities Inc., 2006-PWR14

TEXT:

See Exhibit I attached hereto and made a part hereof.

A sale by the Seller/Debtor of, or a grant by the Seller/Debtor of a security
interest in, any collateral described in this financing statement will violate
the rights of the Buyer/Secured Party listed in Item 3 above.


                                       J-1



                                                          EXHIBIT I TO EXHIBIT J

SELLER/DEBTOR:

Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York 10179

BUYER/SECURED PARTY:

LaSalle Bank National Association
as Trustee for the registered holders of
Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention: Global Securities and Trust Services Group--
Bear Stearns Commercial Mortgage Securities Inc., 2006-PWR14

DESCRIPTION OF THE PROPERTY COVERED:

          This Exhibit I is attached to and incorporated in a financing
statement pertaining to Bear Stearns Commercial Mortgage Securities Inc. as
depositor (referred to as the "Debtor" for the purpose of this financing
statement only), and LaSalle Bank National Association as trustee for the
holders of the Series 2006-PWR14 Certificates (referred to as the "Secured
Party" for purposes of this financing statement only), under that certain
Pooling and Servicing Agreement, dated as of December 1, 2006 (the "Pooling and
Servicing Agreement"), among the Debtor as depositor, the Secured Party as
trustee, Prudential Asset Resources, Inc. as a master servicer (in such
capacity, a "Master Servicer") and as loan-specific special servicer (in such
capacity, a "Special Servicer"), Wells Fargo Bank, National Association as a
master servicer (in such capacity, a "Master Servicer"), as certificate
administrator and as tax administrator and ARCap Servicing, Inc. as general
special servicer (in such capacity, also a "Special Servicer"), relating to the
issuance of the Debtor's Commercial Mortgage Pass-Through Certificates, Series
2006-PWR14 (collectively, the "Series 2006-PWR14 Certificates"). Capitalized
terms used herein and not defined shall have the respective meanings given to
them in the Pooling and Servicing Agreement. The attached financing statement
covers all of the Debtor's right (including the power to convey title thereto),
title and interest in and to the Trust Fund created pursuant to the Pooling and
Servicing Agreement, consisting of the following:

          1.   The mortgage notes or other evidence of indebtedness of a
               borrower (the "Mortgage Notes") with respect to the mortgage
               loans (the "Mortgage Loans") listed on the Pooled Mortgage Loan
               Schedule, as the same may be updated from time to time, which
               Pooled Mortgage Loan Schedule as of the Closing Date is attached
               hereto as Exhibit A;

          2.   The related mortgages, deeds of trust or other similar
               instruments securing such Mortgage Notes (the "Mortgages");


                                       J-2



          3.   With respect to each Mortgage Note and each Mortgage, each other
               legal, credit and servicing document related to such Mortgage
               Note and Mortgage (collectively, with such related Mortgage Note
               and Mortgage, the "Mortgage Loan Documents");

          4.   (a) the Collection Account maintained by each of the Master
               Servicers pursuant to the Pooling and Servicing Agreement, (b)
               all funds from time to time on deposit in each Collection
               Account, (c) the investments of any such funds consisting of
               securities, instruments or other obligations, and (d) the general
               intangibles consisting of the contractual right to payment,
               including, without limitation, the right to payments of principal
               and interest and the right to enforce the related payment
               obligations, arising from or under any such investments;

          5.   All REO Property;

          6.   (a) the REO Account(s) required to be maintained by the Special
               Servicers pursuant to the Pooling and Servicing Agreement, (b)
               all funds from time to time on deposit in the REO Account, (c)
               the investments of any such funds consisting of securities,
               instruments or other obligations, and (d) the general intangibles
               consisting of the contractual right to payment, including,
               without limitation, the right to payments of principal and
               interest and the right to enforce the related payment
               obligations, arising from or under any such investments;

          7.   (a) the Servicing Account(s) and Reserve Account(s) required to
               be maintained by the Master Servicers or Special Servicers
               pursuant to the Pooling and Servicing Agreement, and (b) all
               funds from time to time on deposit in the Servicing Account(s)
               and Reserve Account(s);

          8.   (a) the Excess Liquidation Proceeds Account(s) and the Interest
               Reserve Account(s) required to be maintained by the Certificate
               Administrator pursuant to the Pooling and Servicing Agreement,
               and (b) all funds from time to time on deposit in the Excess
               Liquidation Proceeds Account(s) and the Interest Reserve
               Account(s);

          9.   (a) the Distribution Account required to be maintained by the
               Certificate Administrator on behalf of the Buyer/Secured Party
               pursuant to the Pooling and Servicing Agreement, (b) all funds
               from time to time on deposit in the Distribution Account, (c) the
               investments of any such funds consisting of securities,
               instruments or other obligations, and (d) the general intangibles
               consisting of the contractual right to payment, including,
               without limitation, the right to payments of principal and
               interest and the right to enforce the related payment
               obligations, arising from or under any such investments;


                                       J-3



          10.  The rights of the Seller/Debtor under Sections 2, 3, 4 (other
               than Section 4(c)) and 5 (and, to the extent related to the
               foregoing, Sections 9, 10, 11, 12, 13, 14, 15, 17 and 18) of each
               Pooled Mortgage Loan Purchase Agreement;

          11.  All insurance policies, including the right to payments
               thereunder, with respect to the Mortgage Loans required to be
               maintained pursuant to the Mortgage Loan Documents and the
               Pooling and Servicing Agreement, transferred to the Trust and to
               be serviced by the Master Servicers or Special Servicers; and

          12.  All income, payments, products and proceeds of any of the
               foregoing, together with any additions thereto or substitutions
               therefor.

     THE SELLER/DEBTOR AND THE BUYER/SECURED PARTY INTEND THE TRANSACTIONS
     CONTEMPLATED BY THE POOLING AND SERVICING AGREEMENT TO CONSTITUTE A SALE OF
     THE INTEREST IN THE MORTGAGE NOTES, THE RELATED MORTGAGES AND THE OTHER
     MORTGAGE LOAN DOCUMENTS, AND THIS FILING SHOULD NOT BE CONSTRUED AS A
     CONCLUSION THAT A SALE HAS NOT OCCURRED. THE REFERENCES HEREIN TO MORTGAGE
     NOTES SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY MORTGAGE NOTE IS NOT
     AN INSTRUMENT WITHIN THE MEANING OF THE UNIFORM COMMERCIAL CODE OR THAT A
     FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE
     BUYER/SECURED PARTY IN ANY MORTGAGE NOTE, MORTGAGE OR OTHER MORTGAGE LOAN
     DOCUMENT. IN ADDITION, THE REFERENCES HEREIN TO SECURITIES, INSTRUMENTS AND
     OTHER OBLIGATIONS SHOULD NOT BE CONSTRUED AS A CONCLUSION THAT ANY SUCH
     SECURITY, INSTRUMENT OR OTHER OBLIGATION IS NOT AN INSTRUMENT, A
     CERTIFICATED SECURITY OR AN UNCERTIFICATED SECURITY WITHIN THE MEANING OF
     THE UNIFORM COMMERCIAL CODE, AS IN EFFECT IN ANY APPLICABLE JURISDICTION,
     NOR SHOULD THIS FINANCING STATEMENT BE CONSTRUED AS A CONCLUSION THAT A
     FILING IS NECESSARY TO PERFECT THE OWNERSHIP OR SECURITY INTEREST OF THE
     BUYER/SECURED PARTY IN THE CONTRACTUAL RIGHT TO PAYMENT, INCLUDING, WITHOUT
     LIMITATION, THE RIGHT TO PAYMENTS OF PRINCIPAL AND INTEREST AND THE RIGHT
     TO ENFORCE THE RELATED PAYMENT OBLIGATIONS, ARISING FROM OR UNDER ANY SUCH
     SECURITY, INSTRUMENT OR OTHER OBLIGATION (INCLUDING, WITHOUT LIMITATION,
     ANY PERMITTED INVESTMENT). WITH RESPECT TO THE FOREGOING, THIS FILING IS
     MADE ONLY IN THE EVENT OF CONTRARY ASSERTIONS BY THIRD PARTIES.

A SALE BY THE SELLER/DEBTOR OF, OR A GRANT BY THE SELLER/DEBTOR OF A SECURITY
INTEREST IN, ANY COLLATERAL DESCRIBED IN THIS


                                       J-4



FINANCING STATEMENT WILL VIOLATE THE RIGHTS OF THE BUYER/SECURED PARTY.


                                       J-5



                                             EXHIBIT A TO EXHIBIT I TO EXHIBIT J

                           SCHEDULE OF MORTGAGE LOANS

          [Schedules I-A, I-B, I-C, I-D, I-E and I-F are to be attached at this
location in the UCC exhibit]


                                       J-6



                                   EXHIBIT K-1

                   INFORMATION REQUEST FROM CERTIFICATEHOLDER
                              OR CERTIFICATE OWNER

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Administration (CMBS)

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14

          In accordance with the Pooling and Servicing Agreement, dated as of
December 1, 2006 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer and as Loan-Specific Special Servicer, Wells Fargo
Bank, National Association, as a Master Servicer, as Certificate Administrator
and as Tax Administrator, ARCap Servicing, Inc., as General Special Servicer,
and LaSalle Bank National Association, as Trustee, with respect to the Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-PWR14 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

          1.   The undersigned is a [holder] [beneficial holder] of $___________
               aggregate [Certificate Principal Balance/Certificate Notional
               Amount] of the Class ____ Certificates.

          2.   The undersigned is requesting access to the following information
               (the "Information"):

               ___  The information on the Master Servicer's internet website
                    pursuant to Section 4.02(f) of the Pooling and Servicing
                    Agreement.

               ___  The information on the Certificate Administrator's internet
                    website pursuant to Section 4.02(a) of the Pooling and
                    Servicing Agreement.

               ___  The information identified on the schedule attached hereto
                    pursuant to Section 8.12(b) of the Pooling and Servicing
                    Agreement.

          3.   In consideration of the Certificate Administrator's disclosure to
               the undersigned of the Information, the undersigned will keep the
               Information confidential (except from such outside persons as are
               assisting it in


                                      K-1-1



               evaluating the Information), and such Information will not,
               without the prior written consent of the Certificate
               Administrator, be disclosed by the undersigned or by its
               officers, directors, partners employees, agents or
               representatives in any manner whatsoever, in whole or in part;
               provided that the undersigned may provide all or any part of the
               Information to any other person or entity that holds or is
               contemplating the purchase of any Certificate or interest
               therein, but only if such person or entity confirms in writing
               such ownership interest or prospective ownership interest and
               agrees to keep it confidential; and provided, further, that the
               undersigned may provide all or any part of the Information to its
               auditors, legal counsel and regulators.

          4.   The undersigned will not use or disclose the Information in any
               manner which could result in a violation of any provision of the
               Securities Act of 1933, as amended (the "Securities Act"), or the
               Securities Exchange Act of 1934, as amended, or would require
               registration of any Non-Registered Certificate pursuant to
               Section 5 of the Securities Act.

          All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                        ________________________________________
                                        [CERTIFICATEHOLDER] [BENEFICIAL
                                        HOLDER OF A CERTIFICATE]


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:
                                        Telephone No.:


                                      K-1-2



                                   EXHIBIT K-2

                  INFORMATION REQUEST FROM PROSPECTIVE INVESTOR

                                     [Date]

Wells Fargo Bank, N.A.
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Administration (CMBS)

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14

          In accordance with the Pooling and Servicing Agreement, dated as of
December 1, 2006 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer and as Loan-Specific Special Servicer, Wells Fargo
Bank, National Association, as a Master Servicer, as Certificate Administrator
and as Tax Administrator, ARCap Servicing, Inc., as General Special Servicer,
and LaSalle Bank National Association, as Trustee, with respect to the Bear
Stearns Commercial Mortgage Securities Inc. Commercial Mortgage Pass-Through
Certificates, Series 2006-PWR14 (the "Certificates"), the undersigned hereby
certifies and agrees as follows:

          1.   The undersigned is contemplating an investment in the Class ____
               Certificates.

          2.   The undersigned is requesting access to the following information
               (the "Information") for use in evaluating such possible
               investment:

                    ___ The information on the Master Servicer's internet
                    website pursuant to Section 4.02(f) of the Pooling and
                    Servicing Agreement.

                    ___ The information on the Certificate Administrator's
                    internet website pursuant to Section 4.02(a) of the Pooling
                    and Servicing Agreement.

                    ___ The information identified on the schedule attached
                    hereto pursuant to Section 8.12(b) of the Pooling and
                    Servicing Agreement.

          3.   In consideration of the Certificate Administrator's disclosure to
               the undersigned of the Information, the undersigned will keep the
               Information confidential (except from such outside persons as are
               assisting it in making the investment decision described in
               paragraph 1), and such


                                      K-2-1



               Information will not, without the prior written consent of the
               Certificate Administrator, be disclosed by the undersigned or by
               its officers, directors, partners employees, agents or
               representatives in any manner whatsoever, in whole or in part;
               provided that in the event the undersigned purchases any
               Certificate or any interest in any Certificate, the undersigned
               may provide all or any part of the Information to any other
               person or entity that holds or is contemplating the purchase of
               any Certificate or interest therein, but only if such person or
               entity confirms in writing such ownership interest or prospective
               ownership interest and agrees to keep it confidential; and
               provided, further, that the undersigned may provide all or any
               part of the Information to its auditors, legal counsel and
               regulators.

          4.   The undersigned will not use or disclose the Information in any
               manner which could result in a violation of any provision of the
               Securities Act of 1933, as amended (the "Securities Act"), or the
               Securities Exchange Act of 1934, as amended, or would require
               registration of any Non-Registered Certificate pursuant to
               Section 5 of the Securities Act.

          All capitalized terms used but not otherwise defined herein shall have
the respective meanings set forth in the Pooling and Servicing Agreement.

          IN WITNESS WHEREOF, the undersigned has caused its name to be signed
hereto by its duly authorized officer, as of the day and year written above.

                                        [PROSPECTIVE PURCHASER]


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:
                                        Telephone No.:


                                      K-2-2



                                    EXHIBIT L

                      FORM OF POWER OF ATTORNEY BY TRUSTEE

RECORDING REQUESTED BY:
[NAME OF MASTER SERVICER
OR SPECIAL SERVICER]

AND WHEN RECORDED MAIL TO:

[ADDRESS OF MASTER SERVICER OR
SPECIAL SERVICER]

                    Space above this line for Recorder's use

                            LIMITED POWER OF ATTORNEY
                                    (SPECIAL)

          KNOW ALL MEN BY THESE PRESENTS, that LASALLE BANK NATIONAL
ASSOCIATION, as trustee for holders of the Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2006-PWR14 ("Trustee"), under that certain Pooling and Servicing Agreement dated
as of December 1, 2006 (the "Pooling and Servicing Agreement"), does hereby
nominate, constitute and appoint [NAME OF MASTER SERVICER OR SPECIAL SERVICER],
as [Master Servicer] [Special Servicer] under the Pooling and Servicing
Agreement ("[SHORT NAME]"), as its true and lawful attorney-in-fact for it and
in its name, place, stead and for its use and benefit:

          To perform any and all acts which may be necessary or appropriate to
enable [SHORT NAME] to service and administer the mortgage loans identified on
Schedule __ to the Pooling and Servicing Agreement in connection with the
performance by [SHORT NAME] of its duties as [Master Servicer] [Special
Servicer] under the Pooling and Servicing Agreement, giving and granting unto
[SHORT NAME] full power and authority to do and perform any and every act
necessary, requisite, or proper in connection with the foregoing and hereby
ratifying, approving or confirming all that [SHORT NAME] shall lawfully do or
cause to be done by virtue hereof.


                                       L-1



     IN WITNESS WHEREOF, the undersigned has caused this limited power of
attorney to be executed as of this _____ day of _________, 20__.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as trustee for the holder of Bear
                                        Stearns Commercial Mortgage Securities
                                        Inc., Commercial Mortgage Pass-Through
                                        Certificates, Series 2006-PWR14


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       L-2



                           ALL-PURPOSE ACKNOWLEDGEMENT

                    )
                    )
                    )

On ________________________________ before me, _________________________________
                 Date                          Name and Title of Officer (i.e.,
                                               Your Name, Notary Public)

personally appeared ____________________________________________________________
                                    Name(s) of Document Signer(s)

________________________________________________________________________________

personally known to me (or proved to me on the basis of satisfactory evidence)
to be the person(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which the person(s)
acted, executed the instrument.

          WITNESS my hand and official seal.


          __________________________________
                 Signature of Notary

                                           (Affix seal in the above blank space)


                                       L-3



                                   EXHIBIT M-1

                      FORM OF SARBANES-OXLEY CERTIFICATION

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14, issued
               pursuant to the Pooling and Servicing Agreement dated as of
               December 1, 2006 (the "Pooling and Servicing Agreement"), among
               Bear Stearns Commercial Mortgage Securities Inc., as depositor,
               Prudential Asset Resources, Inc., as a master servicer and as
               loan-specific special servicer, Wells Fargo Bank, National
               Association, as a master servicer, as certificate administrator
               and as tax administrator, ARCap Servicing, Inc., as general
               special servicer, and LaSalle Bank National Association, as
               trustee.

     I, [identity of certifying individual], the senior officer in charge of
securitization for the Depositor, hereby certify that:

     1. I have reviewed this report on Form 10-K and all reports on Form 10-D
required to be filed in respect of the period covered by this report on Form
10-K of Bear Stearns Commercial Mortgage Securities Trust 2006-PWR14 (the
"Exchange Act Periodic Reports");

     2. Based on my knowledge, the Exchange Act Periodic Reports, taken as a
whole do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in the light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by this report;

     3. Based on my knowledge, all distribution, servicing and other information
required to be provided under Form 10-D for the period covered by this report is
included in the Exchange Act Periodic Reports;

     4. Based on my knowledge and the servicer compliance statement(s) required
in this report under Item 1123 of Regulation AB, and except as disclosed in the
Exchange Act Periodic Reports, the servicer(s) [has/have] fulfilled [its/their]
obligations under the Pooling and Servicing Agreement or the applicable
sub-servicing agreement or primary servicing agreement; and

     5. All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment
of compliance with servicing criteria for asset-backed securities required to be
included in this report in accordance with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this
report, except as otherwise disclosed in this report. Any material instances of
noncompliance described in such reports have been disclosed in this report on
Form 10-K.


                                      M-1-1



     In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: (a) Wells Fargo Bank,
National Association, as a Master Servicer; (b) Prudential Asset Resources,
Inc., as a Master Servicer and as a Special Servicer; (c) ARCap Servicing, Inc.,
as a Special Servicer; (d) Wells Fargo Bank, National Association, as
Certificate Administrator; (e) Principal Global Investors, LLC, as a Primary
Servicer; (f) Nationwide Life Insurance Company, as a Primary Servicer; (g)
LaSalle Bank National Association, as Trustee; and (h) [names of sub-servicers].

Dated: _______________________


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                      M-1-2



                                   EXHIBIT M-2

                   FORM OF SARBANES-OXLEY BACKUP CERTIFICATION

Bear Stearns Commercial Mortgage Securities Inc.
383 Madison Avenue
New York, New York 10179

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14, issued
               pursuant to the Pooling and Servicing Agreement dated as of
               December 1, 2006 (the "Pooling and Servicing Agreement"), among
               Bear Stearns Commercial Mortgage Securities Inc., as depositor,
               Prudential Asset Resources, Inc., as a master servicer and as
               loan-specific special servicer, Wells Fargo Bank, National
               Association, as a master servicer, as certificate administrator
               and as tax administrator, ARCap Servicing, Inc., as general
               special servicer, and LaSalle Bank National Association, as
               trustee, [./; and] [the Subservicing Agreement, dated as of (the
               "Subservicing Agreement") between [identify parties].

I, [identity of certifying individual], hereby certify to the Depositor [and the
Master Servicer] and [its][their] officers, directors and Affiliates
(collectively, the "Certification Parties") as follows, with the knowledge and
intent that the Certification Parties will rely on this Certification in
connection with the certification concerning the Trust to be signed by an
officer of the Depositor and submitted to the Securities and Exchange Commission
pursuant to the Sarbanes-Oxley Act of 2002:

     1. I have reviewed the report of information provided by the [Master
Servicer/ Special Servicer/Paying Agent/Trustee/Primary Servicer/Subservicer]
for inclusion in the Annual Report on Form 10-K for the period ended December
31, 200[ ] ("Form 10-K") relating to the Trust and all reports of information by
the [Master Servicer/Special Servicer/Paying Agent/Trustee/Primary
Servicer/Subservicer] for inclusion in the Asset-Backed Issuer Distribution
Reports on Form 10-D ("Form 10-D") relating to the Trust (such reports by the
[Master Servicer/Special Servicer/Paying Agent/Trustee/Primary
Servicer/Subservicer], collectively, the "[Master Servicer/Special
Servicer/Paying Agent/Trustee/Primary Servicer/Subservicer] Periodic Reports");

     2. Based on my knowledge, the [Master Servicer/Special Servicer/Paying
Agent/Trustee/Primary Servicer/Subservicer] Periodic Reports, taken as a whole,
do not contain any untrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect
to the period covered by the Form 10-K;


                                      M-2-1



     3. Based on my knowledge, all distribution, servicing and other information
required to be provided in the [Master Servicer/Special Servicer/Paying
Agent/Trustee/Primary Servicer/Subservicer] Periodic Reports under the
provisions of the [Pooling and Servicing/Primary Servicing/Subservicing]
Agreement for the calendar year preceding the date of the Form 10-K is included
in the [Master Servicer/Special Servicer/Certificate
Administrator/Trustee/Primary Servicer/Subservicer] Periodic Reports;

     4. Based on my knowledge and the compliance review conducted in preparing
the [Master Servicer/Special Servicer/Certificate Administrator/Trustee/Primary
Servicer/Subservicer]'s compliance statement under the [Pooling and
Servicing/Primary Servicing/Subservicing] Agreement in connection with Item 1123
of Regulation AB, and except as disclosed in the [Master Servicer/Special
Servicer/Certificate Administrator/Trustee/Primary Servicer/Subservicer]
Periodic Reports, the [Master Servicer/Special Servicer/Certificate
Administrator/Trustee/Primary Servicer/Subservicer] has fulfilled its
obligations under the [Pooling and Servicing/Primary Servicing/Subservicing]
Agreement; and

     5. All of the reports on assessment of compliance with servicing criteria
for asset-backed securities and their related attestation reports on assessment
of compliance with servicing criteria for asset-backed securities required under
the [Pooling and Servicing/Primary Servicing/Subservicing] Agreement to be
included in this certification in connection with Item 1122 of Regulation AB and
Exchange Act Rules 13a-18 and 15d-18, have been included as an exhibit to this
certification, except as otherwise disclosed in this certification. Any material
instances of noncompliance described in such reports have been disclosed in this
certification.

     In giving the certifications above, I have reasonably relied on information
provided to me by the following unaffiliated parties: [name of trustee, name of
certificate administrator or other similar party; name of depositor; name of
master servicer; name of special servicer; name of primary servicer; name of
subservicer].

     This Certification is being signed by me as an officer of the [Master
Servicer/Special Servicer/Certificate Administrator/Trustee/Primary
Servicer/Subservicer] responsible for reviewing the activities performed by the
[Master Servicer/Special Servicer/Certificate Administrator/Trustee/Primary
Servicer/Subservicer] under the [Pooling and Servicing/Primary
Servicing/Subservicing] Agreement.

Dated:  ____________________________


                                        ----------------------------------------
                                        Name:
                                        Title:


                                      M-2-2



                                    EXHIBIT N

                     FORM OF FINAL CERTIFICATION OF TRUSTEE

                                     [Date]

[PARTIES TO POOLING AND SERVICING AGREEMENT]
[POOLED MORTGAGE LOAN SELLERS]
[CONTROLLING CLASS REPRESENTATIVE]

          Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial
               Mortgage Pass-Through Certificates, Series 2006-PWR14

Ladies and Gentlemen:

          In accordance with Section 2.02(b) of that certain Pooling and
Servicing Agreement dated as of December 1, 2006 (the "Pooling and Servicing
Agreement") pursuant to which the certificates of the above-referenced series
were issued, the undersigned hereby certifies that, with respect to each
Original Pooled Mortgage Loan subject to the Pooling and Servicing Agreement,
and subject to the exceptions noted in the schedule of exceptions attached
hereto, that: (i) the original Mortgage Note specified in clause (i) of the
definition of "Mortgage File" and all allonges thereto, if any (or a copy of
such Mortgage Note, together with a lost note affidavit and indemnity certifying
that the original of such Mortgage Note has been lost), the original or copy of
documents specified in clauses (ii), (iii), (iv), (viii) (without regard to the
verification of the effective date with respect to a title policy or the date of
funding with respect to a title commitment), (x) (if the Pooled Mortgage Loan
Schedule specifies that a material portion of the interest of the Borrower in
the related Mortgaged Property consists of a leasehold interest) and (xx)
(solely in the case of the Pooled Mortgage Loans secured by the Mortgaged
Properties identified on the Pooled Mortgage Loan Schedule as "Grand Bohemian
Hotel", "Drury Inn Portfolio", "Ramada Plaza--LaGuardia", "Marriott Detroit
Livonia", "Double Tree Club--Austin", "Holiday Inn Express--Elk Grove", "Drury
Inn and Suites", "Crowne Plaza Hotel Virginia Beach", "Comfort Inn Oceanfront
South", "Hampton Inn Reading", "Courtyard Bristol", "Best Western Brighton",
"Hilton Garden Inn Kennett Square", "Oshkosh Hilton Garden Inn", "Comfort
Suites--Leesburg", "Hilton Garden Inn--Oakdale, MN", "Grand Forks Hilton Garden
Inn", "Residence Inn Louisville Airport", "Candlewood Suites Virginia Beach",
"Holiday Inn Falmouth", "Hampton Inn Emporia", "The Comfort Inn & Suites
Downtown--Little Rock", "Hampton Inn Greensboro", "Hampton Inn--Middleburg
Heights", "Best Western Country Inn--Poway" and "Hampton Inn--Kent") of the
definition of "Mortgage File" have been received by it or a Custodian on its
behalf; (ii) if such report is due more than 180 days after the Closing Date,
the recordation/filing contemplated by Section 2.01(e) has been completed (based
solely on receipt by the Trustee of the particular recorded/filed documents or
an appropriate receipt of recording/filing therefor); (iii) all documents
received by the undersigned or any Custodian with respect to such Pooled
Mortgage Loan have been reviewed by the undersigned or by such Custodian on its
behalf and (A) appear regular on their face (handwritten additions, changes or
corrections shall not constitute irregularities if initialed by the Borrower),
(B) appear to have been executed and (C) purport to relate to such Pooled
Mortgage Loan; and


                                       N-1



(iv) based on the examinations referred to in Sections 2.02(a) and 2.02(b) of
the Pooling and Servicing Agreement and only as to the foregoing documents, the
information set forth in the Pooled Mortgage Loan Schedule with respect to the
items specified in clause (iii)(A) and clause (vi) of the definition of "Pooled
Mortgage Loan Schedule" accurately reflects the information set forth in the
related Mortgage File.

          Capitalized terms used but not defined herein shall have the meanings
given them in the Pooling and Servicing Agreement.

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       N-2



                                    EXHIBIT O

                        FORM OF DEFEASANCE CERTIFICATION

FOR ANY LOAN THAT IS NOT AMONG TEN (10) LARGEST LOANS IN POOL, WITH OUTSTANDING
BALANCE OF (A) $20,000,000 OR LESS, OR (B) LESS THAN 5% OF OUTSTANDING POOL
BALANCE, WHICHEVER IS LESS

To:   Standard & Poor's Ratings Services, a division of The McGraw-Hill
      Companies, Inc. 55 Water Street
      New York, New York 10041
      Attn: ______________

      Fitch, Inc.
      One State Street Plaza
      New York, New York 10004
      Attention: Commercial Mortgage Surveillance

From: [PAR] [WFB], in its capacity as a Master Servicer (a "Master Servicer")
      under the Pooling and Servicing Agreement dated as of December 1, 2006
      (the "Pooling and Servicing Agreement"), among Bear Stearns Commercial
      Mortgage Securities Inc. as Depositor, Prudential Asset Resources, Inc. as
      a Master Servicer and as Loan-Specific Special Servicer, Wells Fargo Bank,
      National Association as a Master Servicer, as Certificate Administrator
      and as Tax Administrator, ARCap Servicing, Inc. as General Special
      Servicer and LaSalle Bank National Association as Trustee.

Date: _________, 20___

Re:   Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage
      Pass-Through Certificates, Series 2006-PWR14

      Mortgage loan (the "Mortgage Loan") identified by loan number _____ on the
      Pooled Mortgage Loan Schedule attached to the Pooling and Servicing
      Agreement and heretofore secured by the Mortgaged Properties identified on
      the Pooled Mortgage Loan Schedule by the following
      names:____________________

     Reference is made to the Pooling and Servicing Agreement described above.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.

     As Master Servicer under the Pooling and Servicing Agreement, we hereby:

          1.   Notify you that the Borrower has consummated a defeasance of the
               Mortgage Loan pursuant to the terms of the Mortgage Loan, of the
               type checked below:


                                       O-1



                         ____ a full defeasance of the payments scheduled to be
                              due in respect of the entire Stated Principal
                              Balance of the Mortgage Loan; or

                         ____ a partial defeasance of the payments scheduled to
                              be due in respect of a portion of the Stated
                              Principal Balance of the Mortgage Loan that
                              represents ___% of the entire Stated Principal
                              Balance of the Mortgage Loan and, under the
                              Mortgage, has an allocated loan amount of
                              $____________ or _______% of the entire Stated
                              Principal Balance;

          2.   Certify that each of the following is true, subject to those
               exceptions set forth with explanatory notes on Exhibit A hereto,
               which exceptions the Master Servicer has determined, consistent
               with the Servicing Standard, will have no material adverse effect
               on the Mortgage Loan or the defeasance transaction:

               a.   The Mortgage Loan Documents permit the defeasance, and the
                    terms and conditions for defeasance specified therein were
                    satisfied in all material respects in completing the
                    defeasance.

               b.   The defeasance was consummated on __________, 20__.

               c.   The defeasance collateral consists of securities that (i)
                    constitute "government securities" as defined in Section
                    2(a)(16) of the Investment Company Act of 1940 as amended
                    (15 U.S.C. 80A1), (ii) are listed as "Qualified Investments
                    for 'AAA' Financings" under Paragraphs 1, 2 or 3 of "Cash
                    Flow Approach" in Standard & Poor's Public Finance Criteria
                    2000, as amended to the date of the defeasance, (iii) are
                    rated 'AAA' by Standard & Poor's, (iv) if they include a
                    principal obligation, the principal due at maturity cannot
                    vary or change, and (v) are not subject to prepayment, call
                    or early redemption. Such securities have the
                    characteristics set forth below:

                         CUSIP RATE MAT PAY DATES ISSUED

               d.   The Master Servicer received an opinion of counsel (from
                    counsel approved by the Master Servicer in accordance with
                    the Servicing Standard) that the defeasance will not result
                    in an Adverse REMIC Event.

               e.   The Master Servicer determined that the defeasance
                    collateral will be owned by an entity (the "Defeasance
                    Obligor") as to which one of the statements checked below is
                    true:

                    ____ the related Borrower was a Single-Purpose Entity (as
                         defined in Standard & Poor's Structured Finance Ratings


                                       O-2



                         Real Estate Finance Criteria, as amended to the date of
                         the defeasance (the "S&P Criteria")) as of the date of
                         the defeasance, and after the defeasance owns no assets
                         other than the defeasance collateral and real property
                         securing Mortgage Loans included in the pool;

                    ____ the related Borrower designated a Single-Purpose Entity
                         (as defined in the S&P Criteria) to own the defeasance
                         collateral; or

                    ____ the Master Servicer designated a Single-Purpose Entity
                         (as defined in the S&P Criteria) established for the
                         benefit of the Trust to own the defeasance collateral.

               f.   The Master Servicer received a broker or similar
                    confirmation of the credit, or the accountant's letter
                    described below contained statements that it reviewed a
                    broker or similar confirmation of the credit, of the
                    defeasance collateral to an Eligible Account (as defined in
                    the S&P Criteria) in the name of the Defeasance Obligor,
                    which account is maintained as a securities account by the
                    Trustee acting as a securities intermediary.

               g.   As securities intermediary, the Trustee is obligated to make
                    the scheduled payments on the Mortgage Loan from the
                    proceeds of the defeasance collateral directly to the Master
                    Servicer's collection account in the amounts and on the
                    dates specified in the Mortgage Loan Documents or, in a
                    partial defeasance, the portion of such scheduled payments
                    attributed to the allocated loan amount for the real
                    property defeased, increased by any defeasance premium
                    specified in the Mortgage Loan Documents (the "Scheduled
                    Payments").

               h.   The Master Servicer received from the Borrower written
                    confirmation from a firm of independent certified public
                    accountants, who were approved by the Master Servicer in
                    accordance with the Servicing Standard, stating that (i)
                    revenues from principal and interest payments made on the
                    defeasance collateral (without taking into account any
                    earnings on reinvestment of such revenues) will be
                    sufficient to timely pay each of the Scheduled Payments
                    after the defeasance including the payment in full of the
                    Mortgage Loan (or the allocated portion thereof in
                    connection with a partial defeasance) on its Maturity Date
                    (or, in the case of an ARD Mortgage Loan, on its Anticipated
                    Repayment Date), (ii) the revenues received in any month
                    from the defeasance collateral will be applied to make
                    Scheduled Payments within four (4) months after the date of
                    receipt, and (iii) interest income from the defeasance
                    collateral to the Defeasance Obligor in


                                       O-3



                    any calendar or fiscal year will not exceed such Defeasance
                    Obligor's interest expense for the Mortgage Loan (or the
                    allocated portion thereof in a partial defeasance) for such
                    year.

               i.   The Master Servicer received opinions from counsel, who were
                    approved by the Master Servicer in accordance with the
                    Servicing Standard, that (i) the agreements executed by the
                    Borrower and/or the Defeasance Obligor in connection with
                    the defeasance are enforceable against them in accordance
                    with their terms except as such enforcement may be limited
                    by bankruptcy, insolvency, reorganization or other similar
                    laws affecting the enforcement of creditor's rights
                    generally, and by general principles of equity (regardless
                    of whether such enforceability is considered in a proceeding
                    in equity or at law), and (ii) the Trustee will have a
                    perfected, first priority security interest in the
                    defeasance collateral described above.

               j.   The agreements executed in connection with the defeasance
                    (i) permit reinvestment of proceeds of the defeasance
                    collateral only in Permitted Investments (as defined in the
                    S&P Criteria), (ii) permit release of surplus defeasance
                    collateral and earnings on reinvestment to the Defeasance
                    Obligor or the Borrower only after the Mortgage Loan has
                    been paid in full, if any such release is permitted, (iii)
                    prohibit any subordinate liens against the defeasance
                    collateral, and (iv) provide for payment from sources other
                    than the defeasance collateral or other assets of the
                    Defeasance Obligor of all fees and expenses of the
                    securities intermediary for administering the defeasance and
                    the securities account and all fees and expenses of
                    maintaining the existence of the Defeasance Obligor.

               k.   The Mortgage Loan is not among the ten (10) largest loans in
                    the Mortgage Pool. The entire Stated Principal Balance of
                    the Mortgage Loan as of the date of defeasance was
                    $___________ [$20,000,000 or less or less than five percent
                    of the Mortgage Pool balance, whichever is less] which is
                    less than 5% of the aggregate Certificate Principal Balance
                    of the Certificates as of the date of the most recent
                    Certificate Administrator Report received by us (the
                    "Current Report").

               l.   The defeasance described herein, together with all prior and
                    simultaneous defeasances of Mortgage Loans, brings the total
                    of all fully and partially defeased Mortgage Loans to
                    $__________________, which is _____% of the aggregate
                    Certificate Balance of the Certificates as of the date of
                    the Current Report.


                                       O-4



          3.   Certify that, in addition to the foregoing, the Master Servicer
               has imposed such additional conditions to the defeasance (or
               waived such conditions), subject to the limitations imposed by
               the Mortgage Loan Documents, as are consistent with the Servicing
               Standard.

          4.   Certify that Exhibit B hereto is a list of the material
               agreements, instruments, organizational documents for the
               Defeasance Obligor, and opinions of counsel and independent
               accountants executed and delivered in connection with the
               defeasance described above and that originals or copies of such
               agreements, instruments and opinions have been or will be
               transmitted to the Trustee or Custodian on its behalf for
               placement in the related Mortgage File or, to the extent not
               required to be part of the related Mortgage File, are in the
               possession of the Master Servicer as part of the Master
               Servicer's Servicing File.

          5.   Certify and confirm that the determinations and certifications
               described above were rendered in accordance with the Servicing
               Standard set forth in, and the other applicable terms and
               conditions of, the Pooling and Servicing Agreement.

          6.   Certify that the individual under whose hand the Master Servicer
               has caused this Notice and Certification to be executed did
               constitute a Servicing Officer as of the date of the defeasance
               described above.

          7.   Agree to provide copies of all items listed in Exhibit B to you
               upon request.


                                       O-5



     IN WITNESS WHEREOF, the Master Servicer has caused this Notice and
Certification to be executed as of the date captioned above.

                                        [PAR] [WFB]
                                        as Master Servicer


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       O-6



                                    EXHIBIT P

                     FORM OF OUTSIDE MASTER SERVICER NOTICE

                                     [Date]

[OUTSIDE MASTER SERVICER]
[OUTSIDE TRUSTEE]

          Re: Co-Lender Agreement, dated as of [_________], 200[___]
              (the "Co-Lender Agreement") among [SPECIFY PARTIES

Ladies and Gentlemen:

          This notice is being delivered to you in connection with the Co-Lender
Agreement and pursuant to Section 3.02(c) of the Pooling and Servicing Agreement
dated as of December 1, 2006 (the "Agreement") among Bear Stearns Commercial
Mortgage Securities Inc., as depositor (the "Depositor," which term includes any
successor entity under the Agreement), Prudential Asset Resources, Inc., as a
master servicer (in such capacity, a "Master Servicer," which term includes any
successor entity under the Agreement) and as loan-specific special servicer (in
such capacity, the "Loan-Specific Special Servicer," which term includes any
successor entity under the Agreement), Wells Fargo Bank, National Association,
as a master servicer (in such capacity, a "Master Servicer," which term includes
any successor entity under the Agreement), as certificate administrator (in such
capacity, the "Certificate Administrator," which term includes any successor
entity under the Agreement) and as tax administrator (in such capacity, the "Tax
Administrator," which term includes any successor entity under the Agreement),
ARCap Servicing, Inc., as general special servicer (in such capacity, the
"General Special Service," which term includes any successor entity under the
Agreement) and LaSalle Bank National Association, as trustee (the "Trustee,"
which term includes any successor entity under the Agreement), which Agreement
relates to the issuance of the Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2006-PWR14. To the extent
not defined herein, the capitalized terms used herein have the respective
meanings assigned in the Co-Lender Agreement.

          [Notice is hereby given that as of __________________, the "Closing
Date" under the Agreement, the Trustee is the holder of [the Note ___ Mortgage
Loan] [Loan ___] (as defined in the Co-Lender Agreement), and, in that capacity,
the Trustee assumes the rights and obligations of the [Note ____ Lender] [_____
Noteholder] under the Co-Lender Agreement.]

          [You are hereby directed to remit to [Wells Fargo Bank, National
Association][Prudential Asset Resources, Inc.], as Master Servicer, all amounts
payable to the [Note ___ Lender] [__ Noteholder] under the Co-Lender Agreement
and the governing Servicing Agreement, to the following account:


                                       P-1



          Account: [_________]

          Account #: [_______]

          Title: [[Wells Fargo Bank, National Association][Prudential Asset
          Resources, Inc.], as Master Servicer, on behalf of LaSalle Bank
          National Association, as Trustee, in trust for the registered holders
          of Bear Stearns Commercial Mortgage Securities Inc., Commercial
          Mortgage Pass-Through Certificates, Series 2006-PWR14, Collection
          Account]

          Location: [Wells Fargo Bank, National Association][Prudential Asset
          Resources, Inc.]

          [You are hereby further directed to forward, deliver, or otherwise
make available to [Wells Fargo Bank, National Association][Prudential Asset
Resources, Inc.], as Master Servicer, all reports, statements, documents,
communications and other information that are to be forwarded, delivered or
otherwise made available to the [Note ___ Lender] [___ Noteholder] under the
Co-Lender Agreement and the Non-Trust-Servicing Agreement, to the following:
[address/facsimile/email address/telephone number]]

          [Please also be advised that [______________], as the initial
"Controlling Class Representative" under the Agreement is, to the fullest extent
permitted under the Co-Lender Agreement, entitled to exercise any rights and
powers of the Trustee, in its capacity as [Note ___ Lender] [___ Noteholder],
under Section ___ of the Co-Lender Agreement.]

          [Please also be advised that a new Controlling Class Representative
has been appointed in accordance with Section 3.23(a) of the Agreement, which
new Controlling Class Representative is _________________________ [include
notice information] and such party is, to the fullest extent permitted under the
Co-Lender Agreement, entitled to exercise any rights and powers of the Trustee,
in its capacity as [Note ___ Lender] [___ Noteholder], under Section ___ of the
Co-Lender Agreement.]

                                        Very truly yours,

                                        LASALLE BANK NATIONAL ASSOCIATION,
                                        as Trustee


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

c.c. [OTHER RELATED NON-POOLED NOTEHOLDERS]


                                       P-2



                                    EXHIBIT Q

                   FORM OF ADDITIONAL DISCLOSURE NOTIFICATION

**SEND VIA FAX TO 410-715-2380 AND VIA EMAIL TO
CTS.SEC.NOTIFICATIONS@WELLSFARGO.COM AND VIA OVERNIGHT MAIL TO THE ADDRESS
IMMEDIATELY BELOW**

Wells Fargo Bank, N.A., as Certificate Administrator
9062 Old Annapolis Road
Columbia, Maryland 21045-1951
Attn: Corporate Trust Services (CMBS) Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2006-PWR14--SEC REPORT PROCESSING

RE: **Additional Form [10-D][10-K][8-K] Disclosure** Required

Ladies and Gentlemen:

In accordance with Section [11.06] [11.07] [11.09] of the Pooling and Servicing
Agreement, dated as of December 1, 2006 (the "Pooling and Servicing Agreement"),
by and among Bear Stearns Commercial Mortgage Securities Inc., as depositor,
Prudential Asset Resources, Inc., as a master servicer and as loan-specific
special servicer, Wells Fargo Bank, N.A., as a master servicer, ARCap Servicing,
Inc., as general special servicer, Wells Fargo Bank, N.A., as certificate
administrator and tax administrator, and LaSalle Bank National Association as
trustee, the undersigned, as [ ], hereby notifies you that certain events have
come to our attention that [will] [may] need to be disclosed on Form
[10-D][10-K][8-K].

Description of Additional Form [10-D][10-K][8-K] Disclosure:

List of any Attachments hereto to be included in the Additional Form
[10-D][10-K][8-K] Disclosure:

Any inquiries related to this notification should be directed to [____________],
phone number: [__________]; email address: [___________].


                                        [NAME OF PARTY],
                                        as [role]


                                        By:
                                            ------------------------------------
                                        Name:
                                        Title:

cc: Depositor


                                       Q-1



                                    EXHIBIT R

                COPY OF PRIMARY SERVICER UNDERTAKING TO INDEMNIFY


                                       R-1



                    PRIMARY SERVICER UNDERTAKING TO INDEMNIFY

          Reference is made to the Pooling and Servicing Agreement, dated as of
December 1, 2006 (the "Pooling and Servicing Agreement"), by and among Bear
Stearns Commercial Mortgage Securities Inc., as depositor, Prudential Asset
Resources, Inc., as a master servicer and as loan-specific special servicer,
Wells Fargo Bank, National Association ("WFB"), as a master servicer,
certificate administrator and tax administrator, ARCap Servicing, Inc., as
general special servicer, and LaSalle Bank National Association, as trustee.
Capitalized terms used and not defined herein have the meanings assigned to such
terms in the Pooling and Servicing Agreement.

          As additional consideration for the execution of the Nationwide
Primary Servicing Agreement by WFB as a Master Servicer and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Nationwide as Primary Servicer hereby agrees, for the benefit of
the Trust and the other Persons set forth in Section 3.22(l) of the Pooling and
Servicing Agreement, to perform the obligations imposed on Nationwide as Primary
Servicer under Section 3.22(l) of the Pooling and Servicing Agreement as if such
obligations were fully set forth in this instrument. This undertaking shall not
be waived, rescinded or otherwise modified without the written consent of each
of the entities set forth in such Section 3.22(l) and written confirmation from
each Rating Agency for the Rated Certificates to the effect that such waiver,
rescission or other modification shall not result in an Adverse Rating Event
with respect to any Class of Rated Certificates rated by such Rating Agency.


                                       R-1



     IN WITNESS WHEREOF, the Primary Servicer has caused its name to be signed
hereto by its officer thereunto duly authorized as of the 19th day of December,
2006.

                                        NATIONWIDE LIFE INSURANCE COMPANY,
                                        as Primary Servicer


                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:


                                       R-2



                                  SCHEDULE 1-A

                     SCHEDULE OF PMCF POOLED MORTGAGE LOANS



                                    S-I-A-1







  ID    CMSA LOAN NO.   CMSA PROPERTY NO.   SELLER LOAN NUMBER   PROPERTY NAME                            LOAN GROUP
-----   -------------   -----------------   ------------------   --------------------------------------   ----------

    1          1               1-001              6106890         South Bay Galleria                           1
    5          5                                  6106911         Tysons Office and Data Center                1
  5-a                          5-001              6106911a        Polk & Annex
  5-b                          5-002              6106911b        Roosevelt Building
  5-c                          5-003              6106911c        Buchanan Building
  5-d                          5-004              6106911d        Tyler Building
    9          9               9-001              6106863         1657 Broadway                                1
   11         11              11-001              6106835         Piedmont Mall                                1
   24         24              24-001              6106847         Concord Place                                2
   26         26              26-001              6106853         Ontario City Centre                          1
   29         29              29-001              6106930         Legends at KU                                2
   36         36              36-001              6106785         Holiday Inn Express - Elk Grove              1
   40         40                                  6106841         Spanish Crossroads and Grand Plaza           1
 40-a                         40-001              6106841a        Grand Plaza
 40-b                         40-002              6106841b        Spanish Crossroads
   43         43              43-001              6106848         Buffalo Creek Apartments                     2
   45         45              45-001              6106206         Southside Square                             1
   50         50              50-001              6106859         Sharene Lane Apartments                      2
   54         54              54-001              6106586         Clear Creek Business Center                  1
   56         56              56-001              6106915         The Links                                    2
   58         58              58-001              6106746         Winco Anchorage                              1
   59         59              59-001              6106888         2401 Locust Street Telecommunications        1
   60         60              60-001              6106876         Danville Park Apartments                     2
   70         70              70-001              6106117         Twin Oaks Shopping Center                    1
   72         72              72-001              6106866         Two Centre Square                            1
   80         80              80-001              6106451         The Tower                                    1
   87         87              87-001              6106694         Marvin Gardens                               2
   92         92              92-001              6106811         Marble Park                                  1
  101         101             101-001             6106861         Coast Center                                 1
  102         102             102-001             6106891         Menlo Business Park                          1
  103         103             103-001             6106408         Venlo Place Apartments                       1
  105         105             105-001             6106810         Marble Park III                              1
  114         114             114-001             6106729         Pointer Ridge Office Building                1
  115         115             115-001             6106862         Hualapai Way Retail                          1
  127         127             127-001             6105675         Conquistador                                 2
  134         134             134-001             6106802         Arlington Plaza                              1
  137         137                                 6106774         Baltimore Portfolio                          2
137-a                         137-001             6106774a        Saint Paul Commons
137-b                         137-002             6106774b        The Wentworth
137-c                         137-003             6106774c        West Monument
  139         139             139-001             6106786         Glendale Industrial                          1
  146         146             146-001             6106903         Manchester Plaza                             1
  149         149             149-001             6106836         Hills of Palos Verdes                        2
  150         150             150-001             6106668         Hampton Inn Greensboro                       1
  155         155             155-001             6106838         Coronado Villas Apartments                   2
  157         157             157-001             6106789         CVS Pharmacy                                 1
  171         171                                 6106849         Selway Industrial                            1
171-a                         171-001             6106849a        Union
171-b                         171-002             6106849b        Auburn
  177         177             177-001             6106875         Allied Drive Warehouse                       1
  178         178             178-001             6106819         Englewood Apartments                         2
  220         220             220-001             6106860         Cheyenne Office                              1
  222         222             222-001             6106775         Main Crossing Shopping Center                1


  ID    ADDRESS                                                            CITY        STATE    ZIP CODE   ORIGINAL BALANCE
-----   -----------------------------------------------------------   -------------   -------   --------   ----------------

    1   1801 to 1835 and 1515 to 1603 Hawthorne Boulevard             Redondo Beach      CA      90278        100,000,000
    5   Various                                                       McLean             VA      22102         67,000,000
  5-a   1764 Old Meadow Lane                                          McLean             VA      22102         34,600,000
  5-b   1755 Old Meadow Road                                          McLean             VA      22102         16,020,000
  5-c   1768 Old Meadow Lane                                          McLean             VA      22102          9,910,000
  5-d   1761 Old Meadow Road                                          McLean             VA      22102          6,470,000
    9   1657 Broadway                                                 New York           NY      10019         53,000,000
   11   325 Piedmont Drive                                            Danville           VA      24540         35,000,000
   24   401 West Lake Street                                          Northlake          IL      60164         20,000,000
   26   50 East Ontario Street                                        Chicago            IL      60611         18,800,000
   29   4101 West 24th Place                                          Lawrence           KS      66047         16,500,000
   36   9175 W. Stockton Boulevard                                    Elk Grove          CA      95758         13,275,000
   40   Various                                                       Amarillo           TX     Various        12,850,000
 40-a   3510 E. Interstate 40                                         Amarillo           TX      79103          8,330,000
 40-b   3415 Bell Street                                              Amarillo           TX      79109          4,520,000
   43   720 Buffalo Run Drive                                         Indianapolis       IN      46227         12,400,000
   45   1030 South Main Street                                        Kernersville       NC      27284         11,900,000
   50   114, 130 and 140 Sharene Lane                                 Walnut Creek       CA      94596         11,000,000
   54   6800 North Broadway                                           Denver             CO      80221         10,750,000
   56   2805 Par Drive                                                Raleigh            NC      27603         10,500,000
   58   4831 Old Seward Highway                                       Anchorage          AK      99503         10,500,000
   59   2401 Locust Street                                            Philadelphia       PA      19103         10,400,000
   60   218 Valley Creek Lane                                         Danville           CA      94526         10,300,000
   70   2715 Eastern Boulevard                                        Montgomery         AL      36117          9,750,000
   72   625 S. Gay St., 500 W. Clinch Avenue                          Knoxville          TN      37902          9,625,000
   80   402 E. Yakima Ave                                             Yakima             WA      98901          9,000,000
   87   2301 Third Avenue                                             Seattle            WA      98121          8,150,000
   92   2539,2541,2545,2550,2560,2570 West 237th Street               Torrance           CA      90505          8,000,000
  101   520-522 E. Lake Mead                                          Henderson          NV      89015          7,400,000
  102   2360,2362,2370,2372,2380 Qume Drive                           San Jose           CA      95131          7,375,000
  103   15345 Venlo Place                                             Big Rapids         MI      49307          7,350,000
  105   2531 and 2535 West 237th Street                               Torrance           CA      90505          7,250,000
  114   1525 Pointer Ridge Place                                      Bowie              MD      20716          6,620,000
  115   4280 South Hualapai Way                                       Las Vegas          NV      89147          6,510,000
  127   7575 Bellaire Boulevard                                       Houston            TX      77036          6,000,000
  134   1380 - 1400 South Arlington                                   Akron              OH      44306          5,500,000
  137   Various                                                       Baltimore          MD     Various         5,225,000
137-a   1121-23, 1125, 1127, 1203, 1205, 1209, 1230 St. Paul Street   Baltimore          MD      21202          2,465,000
137-b   311 Cathedral Street                                          Baltimore          MD      21201          1,520,000
137-c   103 West Monument Street                                      Baltimore          MD      21201          1,240,000
  139   2205 Glendale Avenue                                          Sparks             NV      89431          5,100,000
  146   5555 Manchester Avenue                                        Los Angeles        CA      90045          4,900,000
  149   930 West Interstate 30                                        Garland            TX      75043          4,700,000
  150   903 Knox Road                                                 McLeansville       NC      27301          4,700,000
  155   113 Coronado Drive                                            Denton             TX      76209          4,400,000
  157   6800 Collier Boulevard                                        Naples             FL      34114          4,325,000
  171   Various                                                       Various         Various   Various         3,610,000
171-a   29250 Union City Boulevard                                    Union City         CA      94587          2,380,073
171-b   4108 B Place NW                                               Auburn             WA      98001          1,229,927
  177   500 Allied Drive                                              Nashville          TN      37211          3,420,000
  178   5432 N.W. Waukomis Drive                                      Kansas City        MO      64151          3,400,000
  220   9930 West Cheyenne Avenue                                     Las Vegas          NV      89129          2,220,000
  222   2445 N. Main St                                               Paris              TX      75460          2,167,500


                               P&I MONTHLY DEBT
  ID    CUT-OFF DATE BALANCE        SERVICE       IO MONTHLY DEBT SERVICE   MORTGAGE RATE   INTEREST ACCRUAL BASIS
-----   --------------------   ----------------   -----------------------   -------------   ----------------------

    1        100,000,000             575,656                 NAP               5.62500%           Actual/360
    5         67,000,000               NAP                 332,011             5.86500%           Actual/360
  5-a         34,600,000
  5-b         16,020,000
  5-c          9,910,000
  5-d          6,470,000
    9         53,000,000               NAP                 282,562             6.31000%           Actual/360
   11         34,900,364             209,370                 NAP               5.97900%           Actual/360
   24         20,000,000             124,709                 NAP               6.37000%           Actual/360
   26         18,800,000               NAP                 94,194              5.93000%           Actual/360
   29         16,500,000               NAP                 81,624              5.85500%           Actual/360
   36         13,238,941             85,693                  NAP               6.02000%           Actual/360
   40         12,850,000             76,547                64,491              5.94000%           Actual/360
 40-a          8,330,000
 40-b          4,520,000
   43         12,400,000             72,048                59,823              5.71000%           Actual/360
   45         11,900,000             67,642                55,400              5.51000%           Actual/360
   50         11,000,000             66,021                55,857              6.01000%           Actual/360
   54         10,750,000             65,353                55,677              6.13000%           Actual/360
   56         10,500,000             64,105                54,737              6.17000%           Actual/360
   58         10,471,665             64,514                  NAP               6.23000%           Actual/360
   59         10,400,000             62,353                52,722              6.00000%           Actual/360
   60         10,300,000             61,820                52,302              6.01000%           Actual/360
   70          9,750,000             59,906                51,322              6.23000%           Actual/360
   72          9,625,000               NAP                 49,566              6.09500%           Actual/360
   80          8,906,411             51,951                  NAP               5.65000%           Actual/360
   87          8,150,000             49,652                42,349              6.15000%           Actual/360
   92          8,000,000             47,451                39,880              5.90000%           Actual/360
  101          7,392,563             44,129                  NAP               5.95000%           Actual/360
  102          7,375,000             43,933                37,013              5.94000%           Actual/360
  103          7,329,607             44,541                  NAP               6.10000%           Actual/360
  105          7,250,000             43,002                36,141              5.90000%           Actual/360
  114          6,620,000             40,890                35,126              6.28000%           Actual/360
  115          6,510,000             38,073                31,737              5.77000%           Actual/360
  127          6,000,000             36,360                30,924              6.10000%           Actual/360
  134          5,494,690             33,543                  NAP               6.16000%           Actual/360
  137          5,225,000             32,002                27,371              6.20000%           Actual/360
137-a          2,465,000
137-b          1,520,000
137-c          1,240,000
  139          5,100,000             32,068                27,793              6.45000%           Actual/360
  146          4,900,000             29,884                25,503              6.16000%           Actual/360
  149          4,700,000             28,603                24,382              6.14000%           Actual/360
  150          4,676,819             32,029                  NAP               6.60000%           Actual/360
  155          4,392,080             26,579                  NAP               6.07000%           Actual/360
  157          4,317,162             26,042                  NAP               6.04000%           Actual/360
  171          3,606,575             22,227                  NAP               6.25000%           Actual/360
171-a          2,377,815
171-b          1,228,760
  177          3,420,000             20,703                17,598              6.09000%           Actual/360
  178          3,400,000             20,341                17,179              5.98000%           Actual/360
  220          2,220,000             13,554                  NAP               6.17000%           Actual/360
  222          2,167,500             13,346                11,446              6.25000%           Actual/360


                                                                               STATED
                                                                           REMAINING TERM        ORIGINAL            REMAINING
                         MATURITY DATE OR   ORIGINAL TERM TO MATURITY OR   TO MATURITY OR   AMORTIZATION TERM   AMORTIZATION TERM
  ID    ARD LOAN (Y/N)        ARD                     ARD (MOS.)              ARD (MOS.)          (MOS.)               (MOS.)
-----   --------------   ----------------   ----------------------------   --------------   -----------------   -----------------

    1   No                   10/05/16                   118                      118                360                360
    5   No                   11/05/11                    60                       59                  0                  0
  5-a
  5-b
  5-c
  5-d
    9   Yes                  10/05/13                    84                       82                  0                  0
   11   No                   09/05/16                   120                      117                360                357
   24   No                   12/05/16                   120                      120                360                360
   26   No                   11/01/16                   120                      119                  0                  0
   29   No                   10/05/11                    60                       58                  0                  0
   36   No                   10/05/16                   120                      118                300                298
   40   No                   11/05/16                   120                      119                360                360
 40-a
 40-b
   43   No                   10/05/16                   120                      118                360                360
   45   No                   10/05/16                   120                      118                360                360
   50   No                   11/01/16                   120                      119                360                360
   54   No                   06/05/16                   120                      114                360                360
   56   No                   12/05/16                   120                      120                360                360
   58   No                   09/05/16                   120                      117                360                357
   59   No                   11/05/16                   120                      119                360                360
   60   No                   11/01/16                   120                      119                360                360
   70   Yes                  10/05/16                   120                      118                360                360
   72   No                   10/05/11                    60                       58                  0                  0
   80   No                   02/05/16                   120                      110                360                350
   87   No                   01/05/17                   126                      121                360                360
   92   No                   11/01/16                   120                      119                360                360
  101   No                   11/05/16                   120                      119                360                359
  102   No                   12/05/16                   120                      120                360                360
  103   No                   09/05/16                   120                      117                360                357
  105   No                   11/01/16                   120                      119                360                360
  114   Yes                  09/05/16                   120                      117                360                360
  115   No                   11/05/16                   120                      119                360                360
  127   No                   10/05/16                   120                      118                360                360
  134   No                   11/05/16                   120                      119                360                359
  137   No                   10/05/16                   120                      118                360                360
137-a
137-b
137-c
  139   No                   10/05/16                   120                      118                360                360
  146   No                   11/05/16                   120                      119                360                360
  149   No                   10/05/16                   120                      118                360                360
  150   No                   08/05/16                   120                      116                300                296
  155   No                   10/05/11                    60                       58                360                358
  157   Yes                  10/05/16                   120                      118                360                358
  171   No                   11/05/16                   120                      119                360                359
171-a
171-b
  177   No                   11/05/16                   120                      119                360                360
  178   No                   11/05/16                   120                      119                360                360
  220   No                   12/05/16                   120                      120                360                360
  222   Yes                  09/05/16                   120                      117                360                360


          CROSSED
        WITH OTHER
  ID       LOANS     CROSSED LOAN ID   PREPAYMENT PROVISIONS (# OF PAYMENTS)                         OWNERSHIP INTEREST
-----   ----------   ---------------   -----------------------------------------------------------   ------------------

    1                                  LO(25)/GRTR1% or YM(35)/GRTR1% or YM at T+0.50%(55)/Open(3)           Fee
    5                                  LO(26)/Defeasance(30)/Open(4)                                         Fee
  5-a                                                                                                        Fee
  5-b                                                                                                        Fee
  5-c                                                                                                        Fee
  5-d                                                                                                        Fee
    9                                  LO(27)/Defeasance(54)/Open(3)                                      Leasehold
   11                                  LO(28)/Defeasance(85)/Open(7)                                         Fee
   24                                  LO(25)/Defeasance(88)/Open(7)                                         Fee
   26                                  LO(26)/Defeasance(92)/Open(2)                                      Leasehold
   29                                  LO(23)/GRTR1% or YM(35)/Open(2)                                       Fee
   36                                  LO(27)/GRTR1% or YM(91)/Open(2)                                       Fee
   40                                  LO(26)/Defeasance(92)/Open(2)                                         Fee
 40-a                                                                                                        Fee
 40-b                                                                                                        Fee
   43                                  LO(27)/Defeasance(89)/Open(4)                                         Fee
   45                                  LO(27)/Defeasance(89)/Open(4)                                         Fee
   50                                  LO(47)/GRTR1% or YM(71)/Open(2)                                       Fee
   54                                  LO(47)/GRTR1% or YM(69)/Open(4)                                       Fee
   56                                  LO(25)/Defeasance(91)/Open(4)                                         Fee
   58                                  LO(28)/Defeasance(90)/Open(2)                                         Fee
   59                                  LO(26)/Defeasance(92)/Open(2)                                         Fee
   60                                  LO(47)/GRTR1% or YM(71)/Open(2)                                       Fee
   70                                  LO(27)/Defeasance(91)/Open(2)                                         Fee
   72                                  LO(27)/GRTR1% or YM(31)/Open(2)                                       Fee
   80                                  LO(35)/Defeasance(81)/Open(4)                                         Fee
   87                                  LO(30)/Defeasance(89)/Open(7)                                         Fee
   92                                  LO(47)/GRTR1% or YM(70)/Open(3)                                       Fee
  101                                  LO(26)/Defeasance(92)/Open(2)                                         Fee
  102                                  LO(25)/Defeasance(93)/Open(2)                                         Fee
  103                                  LO(28)/Defeasance(88)/Open(4)                                         Fee
  105                                  LO(47)/GRTR1% or YM(70)/Open(3)                                       Fee
  114                                  LO(28)/Defeasance(90)/Open(2)                                         Fee
  115                                  LO(26)/Defeasance(92)/Open(2)                                         Fee
  127                                  LO(27)/Defeasance(91)/Open(2)                                         Fee
  134                                  LO(26)/Defeasance(92)/Open(2)                                         Fee
  137                                  LO(27)/Flex(91)/Open(2)                                               Fee
137-a                                                                                                        Fee
137-b                                                                                                        Fee
137-c                                                                                                        Fee
  139                                  LO(27)/Defeasance(91)/Open(2)                                         Fee
  146                                  LO(26)/Defeasance(92)/Open(2)                                         Fee
  149                                  LO(27)/Defeasance(91)/Open(2)                                         Fee
  150                                  LO(29)/Defeasance(89)/Open(2)                                         Fee
  155                                  LO(23)/GRTR1% or YM(35)/Open(2)                                       Fee
  157                                  LO(47)/GRTR1% or YM(71)/Open(2)                                       Fee
  171                                  LO(26)/GRTR1% or YM(92)/Open(2)                                       Fee
171-a                                                                                                        Fee
171-b                                                                                                        Fee
  177                                  LO(26)/Defeasance(92)/Open(2)                                         Fee
  178                                  LO(26)/Defeasance(92)/Open(2)                                         Fee
  220                                  LO(25)/Defeasance(93)/Open(2)                                         Fee
  222                                  LO(28)/Defeasance(90)/Open(2)                                         Fee


                      ADMINISTRATIVE FEE
  ID    LOAN SELLER          RATE          DUE DATE   GRACE PERIOD (PRIOR TO LATE FEES)   LETTER OF CREDIT
-----   -----------   ------------------   --------   ---------------------------------   ----------------

    1       PMCF           0.02150%           5th                     0
    5       PMCF           0.02150%           5th                     0
  5-a       PMCF                                                      0
  5-b       PMCF                                                      0
  5-c       PMCF                                                      0
  5-d       PMCF                                                      0
    9       PMCF           0.02150%           5th                     0
   11       PMCF           0.02150%           5th                     0
   24       PMCF           0.02150%           5th                     0
   26       PMCF           0.02150%           1st                     4
   29       PMCF           0.02150%           5th                     0
   36       PMCF           0.02150%           5th                     0
   40       PMCF           0.02150%           5th                     0
 40-a       PMCF                                                      0
 40-b       PMCF                                                      0
   43       PMCF           0.02150%           5th                     0
   45       PMCF           0.02150%           5th                     0                   Yes ($2,369,151)
   50       PMCF           0.02150%           1st                     5
   54       PMCF           0.05150%           5th                     0
   56       PMCF           0.02150%           5th                    15
   58       PMCF           0.07150%           5th                     0
   59       PMCF           0.02150%           5th                     0
   60       PMCF           0.02150%           1st                     5
   70       PMCF           0.07150%           5th                     0                    Yes ($260,000)
   72       PMCF           0.02150%           5th                     0
   80       PMCF           0.02150%           5th                     0
   87       PMCF           0.07150%           5th                     0
   92       PMCF           0.05150%           1st                     5
  101       PMCF           0.02150%           5th                     0
  102       PMCF           0.07150%           5th                     0
  103       PMCF           0.07150%           5th                     0                    Yes ($730,000)
  105       PMCF           0.05150%           1st                     5
  114       PMCF           0.07150%           5th                     0
  115       PMCF           0.02150%           5th                     0
  127       PMCF           0.02150%           5th                     0
  134       PMCF           0.07150%           5th                     0
  137       PMCF           0.02150%           5th                     0
137-a       PMCF                                                      0
137-b       PMCF                                                      0
137-c       PMCF                                                      0
  139       PMCF           0.02150%           5th                     0
  146       PMCF           0.02150%           5th                     0
  149       PMCF           0.02150%           5th                     0
  150       PMCF           0.02150%           5th                     0
  155       PMCF           0.02150%           5th                     0
  157       PMCF           0.02150%           5th                     0
  171       PMCF           0.02150%           5th                     0
171-a       PMCF                                                      0
171-b       PMCF                                                      0
  177       PMCF           0.02150%           5th                     0                    Yes ($195,000)
  178       PMCF           0.02150%           5th                     0
  220       PMCF           0.07150%           5th                     0
  222       PMCF           0.07150%           5th                     0


  ID                                      LETTER OF CREDIT DESCRIPTION
-----   -----------------------------------------------------------------------------------------------

    1
    5
  5-a
  5-b
  5-c
  5-d
    9
   11
   24
   26
   29
   36
   40
 40-a
 40-b
   43
   45   Occupancy Reserve ($1,725,000 LOC), Rent Reserve ($266,151 LOC), Leasing Reserve ($378,000 LOC)
   50
   54
   56
   58
   59
   60
   70                                        Lease Up Reserve LOC
   72
   80
   87
   92
  101
  102
  103                    Rent Reserve ($405,000 LOC), Occupancy Reserve ($325,000 LOC)
  105
  114
  115
  127
  134
  137
137-a
137-b
137-c
  139
  146
  149
  150
  155
  157
  171
171-a
171-b
  177                                       Credit Enhancement LOC
  178
  220
  222


  ID    LOAN SPONSOR                                                                              INITIAL MASTER SERVICER
-----   ----------------------------------------------------------------------------------   --------------------------------

    1   Forest City Enterprises, Inc.                                                        Prudential Asset Resources, Inc.
    5   Ralph Dweck                                                                          Prudential Asset Resources, Inc.
  5-a
  5-b
  5-c
  5-d
    9   Philippe Weisberg, Richard Wagman                                                    Prudential Asset Resources, Inc.
   11   General Growth Properties, Inc.                                                      Prudential Asset Resources, Inc.
   24   David Friedman                                                                       Prudential Asset Resources, Inc.
   26   Derrick E. McGavin                                                                   Prudential Asset Resources, Inc.
   29   Place Properties, LP                                                                 Prudential Asset Resources, Inc.
   36   Daryl Geweke                                                                         Prudential Asset Resources, Inc.
   40   William L. Hutchinson                                                                Prudential Asset Resources, Inc.
 40-a
 40-b
   43   Gary S. Richman                                                                      Prudential Asset Resources, Inc.
   45   Robert P. Langley                                                                    Prudential Asset Resources, Inc.
   50   Joseph E. Raphel, Jeffrey S. Lawrence, Thomas W. Thompson                            Prudential Asset Resources, Inc.
   54   Bruce H. Etkin, David L. Johnson, The Johnson Family Limited Partnership, L.L.L.P.   Prudential Asset Resources, Inc.
   56   Carlos A.G. Vigon                                                                    Prudential Asset Resources, Inc.
   58   Richard B. Shapiro, Richard A. Lawrence                                              Prudential Asset Resources, Inc.
   59   Thomas A. Stegeman, Burton G. Malkiel, Jonathan P. Malkiel, Edward J. Welsh III      Prudential Asset Resources, Inc.
   60   Joseph E. Raphel, Jeffrey S. Lawrence, Thomas W. Thompson                            Prudential Asset Resources, Inc.
   70   Michael McMillen, Michael Klump                                                      Prudential Asset Resources, Inc.
   72   Westminster Fund VI L.P.                                                             Prudential Asset Resources, Inc.
   80   Joseph R. Morrier                                                                    Prudential Asset Resources, Inc.
   87   Kenneth C. Winslow, J. Thomas Wells, Sandra Lynne Wells                              Prudential Asset Resources, Inc.
   92   Don Wilson Builders                                                                  Prudential Asset Resources, Inc.
  101   Ali Moradshahi, Michael Hamid Mahban                                                 Prudential Asset Resources, Inc.
  102   Parley Joe Livingston, Marc Barkdull                                                 Prudential Asset Resources, Inc.
  103   William J. Bont, Michael J. Houseman, Brian Winkelman, Marcel D.P. Burgler           Prudential Asset Resources, Inc.
  105   Don Wilson Builders                                                                  Prudential Asset Resources, Inc.
  114   Old Line Bancshares, Inc., J. Webb, Inc., Lucente Enterprises Incorporated           Prudential Asset Resources, Inc.
  115   Jeff Pori, David Stubbs                                                              Prudential Asset Resources, Inc.
  127   Shyam H. Hingorani, Kiran S. Hingorani                                               Prudential Asset Resources, Inc.
  134   Lawrence B. Levey, James H. Nobil, Ivan Novick                                       Prudential Asset Resources, Inc.
  137   Nickolas W. Jekogian III                                                             Prudential Asset Resources, Inc.
137-a
137-b
137-c
  139   Frank C. Parcell, III                                                                Prudential Asset Resources, Inc.
  146   Peter K. Kim, Helena-Yon Kim                                                         Prudential Asset Resources, Inc.
  149   Michael D. Hibbert, R. Laurence Keene, Genevieve Keene                               Prudential Asset Resources, Inc.
  150   Raman C. Patel, Nayan C. Patel                                                       Prudential Asset Resources, Inc.
  155   Rick Graf                                                                            Prudential Asset Resources, Inc.
  157   James M. Grant                                                                       Prudential Asset Resources, Inc.
  171   William R. Selway, Daniel F. Selway                                                  Prudential Asset Resources, Inc.
171-a
171-b
  177   James G. Williams, Gary R. Belz                                                      Prudential Asset Resources, Inc.
  178   Scott McWhorter, Michael Green                                                       Prudential Asset Resources, Inc.
  220   Mark A. Schnippel, Jacqueline Schnippel                                              Prudential Asset Resources, Inc.
  222   Michael McMillen, Michael Klump                                                      Prudential Asset Resources, Inc.


  ID    INITIAL MASTER SERVICING FEE RATE
-----   ---------------------------------

    1            0.02050%
    5            0.02050%
  5-a            0.02050%
  5-b            0.02050%
  5-c            0.02050%
  5-d            0.02050%
    9            0.02050%
   11            0.02050%
   24            0.02050%
   26            0.02050%
   29            0.02050%
   36            0.02050%
   40            0.02050%
 40-a            0.02050%
 40-b            0.02050%
   43            0.02050%
   45            0.02050%
   50            0.02050%
   54            0.05050%
   56            0.02050%
   58            0.07050%
   59            0.02050%
   60            0.02050%
   70            0.07050%
   72            0.02050%
   80            0.02050%
   87            0.07050%
   92            0.05050%
  101            0.02050%
  102            0.07050%
  103            0.07050%
  105            0.05050%
  114            0.07050%
  115            0.02050%
  127            0.02050%
  134            0.07050%
  137            0.02050%
137-a            0.02050%
137-b            0.02050%
137-c            0.02050%
  139            0.02050%
  146            0.02050%
  149            0.02050%
  150            0.02050%
  155            0.02050%
  157            0.02050%
  171            0.02050%
171-a            0.02050%
171-b            0.02050%
  177            0.02050%
  178            0.02050%
  220            0.07050%
  222            0.07050%




                                  SCHEDULE I-B

                     SCHEDULE OF BSCMI POOLED MORTGAGE LOANS


                                     S-I-B-1





 ID   CMSA LOAN NO.   CMSA PROPERTY NO.   SELLER LOAN NUMBER   PROPERTY NAME                        LOAN GROUP
---   -------------   -----------------   ------------------   ----------------------------------   ----------

  6         6               6-001               45203          Sycamore Center                           1
  8         8               8-001               48355          Grand Bohemian Hotel                      1
 17         17              17-001              47692          Redwood Gateway                           1
 25         25              25-001              48396          Raiders Ridge Apartments                  2
 30         30              30-001              47664          Staples / CVS Center                      1
 32         32              32-001              47818          Double Tree Club - Austin                 1
 38         38              38-001              45327          26 Journal Square                         1
 41         41              41-001              46921          Advo Inc.                                 1
 42         42              42-001              48095          Hollywood Plaza II                        1
 47         47              47-001              47448          7077 E. Bell Road                         1
 49         49              49-001              48236          Lakeview Village                          1
 52         52              52-001              47671          AB International Center                   1
 55         55              55-001              48027          Kings Highway Commerce Center             1
 61         61              61-001              44089          Chelsea Village Apartments                2
 69         69              69-001              48353          Greenville West Shopping Center           1
 73         73              73-001              48162          BJs Weymouth                              1
 76         76              76-001              44094          Chateau Ridge                             2
 84         84              84-001              48267          Best Western Brighton                     1
 88         88              88-001              47043          Oshkosh Hilton Garden Inn                 1
100        100             100-001              46850          31-46 & 31-48 Steinway Street             1
107        107             107-001              47045          Grand Forks Hilton Garden Inn             1
111        111             111-001              48121          Plantation Pointe                         1
119        119             119-001              44090          University Village Apartments             2
122        122             122-001              47336          LBJ Financial Center                      1
123        123             123-001              46892          Westwood Dome                             1
125        125             125-001              47468          2585-93 Grand Concourse                   2
126        126             126-001              47268          Northern Village                          1
133        133             133-001              47398          California Place                          1
138        138             138-001              47109          92 Blandin Avenue                         1
140        140             140-001              47467          215 Mt. Hope Place                        2
141        141             141-001              48284          Holiday Inn Falmouth                      1
159        159             159-001              48059          La Marina Shopping Center                 1
166        166             166-001              48060          Azle Shopping Center                      1
167        167             167-001              47228          Best Western Country Inn - Poway          1
181        181             181-001              46713          Walgreens Athens                          1
186        186             186-001              47649          Walgreens Tampa                           1
191        191             191-001              48342          Lauderhill Center                         1
200        200             200-001              48186          Simpson Performance Products              1
215        215             215-001              48169          Northside Crossing Shopping Center        1
217        217             217-001              47061          Eckerd - Monroe                           1
219        219             219-001              47897          Office Depot Oxford MS                    1
221        221             221-001              48062          Adams Office Building                     1
225        225             225-001              48614          Shoppes at Red Mill                       1


 ID   ADDRESS                                           CITY             STATE   ZIP CODE   ORIGINAL BALANCE   CUT-OFF DATE BALANCE
---   -----------------------------------------------   --------------   -----   --------   ----------------   --------------------

  6   7800 Montgomery Road                              Cincinnati         OH      45236       66,000,000           66,000,000
  8   325 South Orange Avenue                           Orlando            FL      32801       55,000,000           55,000,000
 17   1351-1371 North McDowell Boulevard                Petaluma           CA      94952       29,500,000           29,442,233
 25   1345 Wenlon Drive                                 Murfreesboro       TN      37130       19,400,000           19,400,000
 30   251-21 Jamaica Avenue                             Bellerose          NY      11426       16,450,000           16,450,000
 32   1617 Interstate Highway 35 North                  Austin             TX      78702       16,100,000           16,100,000
 38   26 Journal Square                                 Jersey City        NJ      07306       13,000,000           13,000,000
 41   300 McIntire Drive                                Newark             DE      19711       12,625,000           12,625,000
 42   8050-8145 International Drive                     Orlando            FL      32819       12,500,000           12,500,000
 47   7077 East Bell Road                               Scottsdale         AZ      85254       11,600,000           11,600,000
 49   3586 Sangani Boulevard                            D'Iberville        MS      39540       11,500,000           11,500,000
 52   8234 World Center Drive                           Orlando            FL      32821       10,900,000           10,900,000
 55   119-121 & 120-124 Kings Highway                   Maple Shade        NJ      08052       10,700,000           10,700,000
 61   25 Bradford Drive                                 Leola              PA      17540       10,240,000           10,240,000
 69   7814 North Central Expressway                     Dallas             TX      75206        9,940,000            9,940,000
 73   622 Washington Street, Rt. 53                     Weymouth           MA      02188        9,600,000            9,600,000
 76   828 Blackwood Clementon Road                      Pine Hill          NJ      08021        9,120,000            9,120,000
 84   1650 Commonwealth Avenue                          Boston             MA      02135        8,600,000            8,600,000
 88   1355 West 20th Avenue                             Oshkosh            WI      54902        8,105,000            8,071,747
100   31-46 & 31-48 Steinway Street                     Astoria            NY      11103        7,400,000            7,400,000
107   4301 James Ray Drive                              Grand Forks        ND      58203        7,200,000            7,170,460
111   2350 Spring Road                                  Smyrna             GA      30080        6,900,000            6,900,000
119   207 Mederia Circle                                Newark             DE      19702        6,400,000            6,400,000
122   5580 LBJ Freeway                                  Dallas             TX      75240        6,200,000            6,200,000
123   1081 Westwood Boulevard                           Los Angeles        CA      90024        6,100,000            6,100,000
125   2585-93 Grand Concourse and 105 East 192 Street   Bronx              NY      10468        6,050,000            6,050,000
126   1025-1085 East Herndon Avenue                     Fresno             CA      93720        6,000,000            6,000,000
133   13330 California Street                           Omaha              NE      68154        5,600,000            5,584,790
138   92 Blandin Avenue                                 Framingham         MA      01702        5,200,000            5,200,000
140   215 Mount Hope Place                              Bronx              NY      10457        5,050,000            5,050,000
141   291 Jones Road                                    Falmouth           MA      02540        5,000,000            5,000,000
159   4450 & 4504 Boat Club Road                        Fort Worth         TX      76135        4,250,000            4,250,000
166   112 & 141 Industrial Boulevard                    Azle               TX      76020        3,800,000            3,800,000
167   13845 Poway Road                                  Poway              CA      92064        3,800,000            3,783,879
181   805 West Madison Avenue                           Athens             TN      37303        3,220,000            3,214,335
186   20741 Bruce B. Downs Blvd                         Tampa              FL      33647        3,156,000            3,156,000
191   6440 West Commercial Boulevard                    Lauderhill         FL      33319        3,000,000            3,000,000
200   328 FM 306                                        New Braunfels      TX      78130        2,800,000            2,800,000
215   4010 Northside Drive                              Macon              GA      31210        2,400,000            2,400,000
217   2 Lakes Road                                      Monroe             NY      10950        2,350,000            2,339,813
219   2535 West Jackson Avenue                          Oxford             MS      38655        2,295,000            2,295,000
221   508 South Adams                                   Fort Worth         TX      76104        2,175,000            2,175,000
225   2173 Upton Drive                                  Virginia Beach     VA      23454        2,000,000            2,000,000


                                                                                                                  ORIGINAL TERM TO
      P&I MONTHLY DEBT   IO MONTHLY DEBT                   INTEREST ACCRUAL                    MATURITY DATE OR      MATURITY OR
 ID        SERVICE           SERVICE       MORTGAGE RATE         BASIS        ARD LOAN (Y/N)          ARD            ARD (MOS.)
---   ----------------   ---------------   -------------   ----------------   --------------   ----------------   ----------------

  6        387,677           323,988          5.81000%        Actual/360            No             12/01/16            120
  8        323,415           270,455          5.82000%        Actual/360            No             10/01/16            120
 17        171,031             NAP            5.69000%        Actual/360            No             10/01/16            120
 25        112,598            93,430          5.70000%        Actual/360            No             12/01/16            120
 30         98,954            83,823          6.03100%        Actual/360            No             11/01/16            120
 32         98,817            84,611          6.22000%        Actual/360            No             10/01/16            120
 38         77,666            65,540          5.96700%        Actual/360            No             09/01/16            120
 41         73,116            60,588          5.68000%        Actual/360            No             07/01/16            120
 42         68,423            54,623          5.17200%        Actual/360            No             11/01/16            120
 47         69,615            58,894          6.00900%        Actual/360            No             10/01/16            120
 49         67,477            56,355          5.80000%        Actual/360            No             11/01/16            120
 52         66,710            57,034          6.19300%        Actual/360            No             10/01/16            120
 55         63,124            52,887          5.85000%        Actual/360            No             11/01/16            120
 61         57,150            46,244          5.34500%        Actual/360            Yes            07/01/20            180
 69         58,431            48,853          5.81700%        Actual/360            No             11/01/16            120
 73         59,096            50,678          6.24800%        Actual/360            Yes            10/01/21            180
 76         52,212            42,958          5.57500%        Actual/360            Yes            07/01/20            180
 84         51,169             NAP            5.92900%        Actual/360            No             12/01/16            120
 88         52,802             NAP            6.11700%        Actual/360            No             09/01/16            120
100         43,472            36,332          5.81100%        Actual/360            No             10/01/16            120
107         46,906             NAP            6.11700%        Actual/360            No             09/01/16            120
111         42,709            36,728          6.30000%        Actual/360            No             10/01/16            120
119         35,719            28,903          5.34500%        Actual/360            Yes            07/01/20            180
122         39,312             NAP            5.83200%        Actual/360            No             12/01/16            120
123         36,895            31,346          6.08200%        Actual/360            No             09/01/16            120
125         35,885            30,159          5.90000%        Actual/360            No             11/01/11             60
126         35,462            29,742          5.86700%        Actual/360            No             11/01/16            120
133         34,298             NAP            6.20000%        Actual/360            No             09/01/16            120
138         30,893            25,988          5.91500%        Actual/360            No             09/01/16            120
140         29,953            25,174          5.90000%        Actual/360            No             11/01/11             60
141         29,705             NAP            5.91500%        Actual/360            No             12/01/16            120
159         26,453            22,813          6.35300%        Actual/360            No             10/01/16            120
166         23,158            19,755          6.15300%        Actual/360            No             10/01/16            120
167         23,457             NAP            6.27400%        Actual/360            No             07/01/16            120
181         19,661             NAP            6.17100%        Actual/360            No             10/01/16            120
186         20,450             NAP            6.06000%        Actual/360            No             12/01/11             60
191         17,773            14,927          5.88900%        Actual/360            No             12/01/11             60
200         16,429            13,721          5.80000%        Actual/360            No             10/01/16            120
215         14,490            12,298          6.06500%        Actual/360            No             10/01/16            120
217         14,366             NAP            6.18200%        Actual/360            No             07/01/16            120
219          NAP              11,972          6.17400%        Actual/360            Yes            12/01/16            120
221         13,467            11,583          6.30300%        Actual/360            No             10/01/16            120
225         11,767             9,843          5.82500%        Actual/360            No             12/01/16            120


          STATED
      REMAINING TERM     ORIGINAL       REMAINING      CROSSED
      TO MATURITY OR   AMORTIZATION   AMORTIZATION   WITH OTHER
 ID      ARD (MOS.)     TERM (MOS.)    TERM (MOS.)      LOANS     CROSSED LOAN ID   PREPAYMENT PROVISIONS (# OF PAYMENTS)
---   --------------   ------------   ------------   ----------   ---------------   -------------------------------------

  6         120             360            360                                         LO(24)/Defeasance(94)/Open(2)
  8         118             360            360                                         LO(26)/Defeasance(93)/Open(1)
 17         118             360            358                                         LO(26)/GRTR1% or YM(93)/Open(1)
 25         120             360            360                                         LO(24)/Defeasance(95)/Open(1)
 30         119             360            360                                         LO(25)/Defeasance(91)/Open(4)
 32         118             360            360                                         LO(26)/Defeasance(93)/Open(1)
 38         117             360            360                                         LO(27)/Defeasance(91)/Open(2)
 41         115             360            360                                         LO(29)/Defeasance(89)/Open(2)
 42         119             360            360                                         LO(25)/Defeasance(93)/Open(2)
 47         118             360            360                                         LO(26)/Defeasance(93)/Open(1)
 49         119             360            360                                         LO(25)/GRTR1% or YM(94)/Open(1)
 52         118             360            360                                         LO(26)/Defeasance(92)/Open(2)
 55         119             360            360                                         LO(25)/Defeasance(94)/Open(1)
 61         163             360            360                                         LO(41)/Defeasance(138)/Open(1)
 69         119             360            360                                         LO(25)/Defeasance(93)/Open(2)
 73         178             360            360                                         LO(23)/GRTR1% or YM(155)/Open(2)
 76         163             360            360                                         LO(41)/Defeasance(138)/Open(1)
 84         120             360            360                                         LO(24)/Defeasance(95)/Open(1)
 88         117             300            297                                         LO(27)/Defeasance(92)/Open(1)
100         118             360            360                                         LO(26)/Defeasance(93)/Open(1)
107         117             300            297                                         LO(27)/Defeasance(92)/Open(1)
111         118             360            360                                         LO(26)/Defeasance(93)/Open(1)
119         163             360            360                                         LO(41)/Defeasance(138)/Open(1)
122         120             300            300                                         LO(24)/Defeasance(95)/Open(1)
123         117             360            360                                         LO(27)/Defeasance(91)/Open(2)
125          59             360            360                                         GRTR2% or YM(59)/Open(1)
126         119             360            360                                         LO(25)/Defeasance(93)/Open(2)
133         117             360            357                                         LO(27)/Defeasance(91)/Open(2)
138         117             360            360                                         LO(27)/Defeasance(92)/Open(1)
140          59             360            360                                         GRTR2% or YM(59)/Open(1)
141         120             360            360                                         LO(24)/Defeasance(95)/Open(1)
159         118             360            360                                         LO(26)/Defeasance(93)/Open(1)
166         118             360            360                                         LO(26)/Defeasance(93)/Open(1)
167         115             360            355                                         LO(29)/Defeasance(90)/Open(1)
181         118             360            358                                         LO(26)/Defeasance(93)/Open(1)
186          60             300            300                                         LO(24)/Defeasance(35)/Open(1)
191          60             360            360                                         LO(24)/Defeasance(33)/Open(3)
200         118             360            360                                         GRTR1% or YM(119)/Open(1)
215         118             360            360                                         LO(26)/GRTR1% or YM(93)/Open(1)
217         115             360            355                                         LO(29)/Defeasance(89)/Open(2)
219         120               0              0                                         LO(24)/Defeasance(92)/Open(4)
221         118             360            360                                         LO(26)/Defeasance(93)/Open(1)
225         120             360            360                                         LO(24)/Flex(91)/Open(5)


                                         ADMINISTRATIVE FEE
 ID   OWNERSHIP INTEREST   LOAN SELLER           RATE         DUE DATE   GRACE PERIOD (PRIOR TO LATE FEES)   LETTER OF CREDIT
---   ------------------   -----------   ------------------   --------   ---------------------------------   ----------------

  6           Fee             BSCMI            0.03150%          1st                     5
  8           Fee             BSCMI            0.03150%          1st                     0
 17           Fee             BSCMI            0.03150%          1st                     5
 25           Fee             BSCMI            0.03150%          1st                     0
 30           Fee             BSCMI            0.03150%          1st                     5
 32           Fee             BSCMI            0.03150%          1st                     5
 38           Fee             BSCMI            0.03150%          1st                     5
 41           Fee             BSCMI            0.03150%          1st                     0
 42           Fee             BSCMI            0.03150%          1st                     5
 47           Fee             BSCMI            0.03150%          1st                     5
 49           Fee             BSCMI            0.03150%          1st                     5
 52           Fee             BSCMI            0.03150%          1st                     5
 55           Fee             BSCMI            0.03150%          1st                     5
 61           Fee             BSCMI            0.03150%          1st                     5
 69           Fee             BSCMI            0.03150%          1st                     5
 73           Fee             BSCMI            0.03150%          1st                     5
 76           Fee             BSCMI            0.03150%          1st                     5
 84           Fee             BSCMI            0.03150%          1st                     5
 88        Leasehold          BSCMI            0.03150%          1st                     5
100           Fee             BSCMI            0.03150%          1st                     5
107        Leasehold          BSCMI            0.03150%          1st                     5
111           Fee             BSCMI            0.03150%          1st                     5
119           Fee             BSCMI            0.03150%          1st                     5
122           Fee             BSCMI            0.03150%          1st                     5
123           Fee             BSCMI            0.09150%          1st                     5
125           Fee             BSCMI            0.03150%          1st                     5
126           Fee             BSCMI            0.03150%          1st                     5
133           Fee             BSCMI            0.03150%          1st                     5
138      Fee/Leasehold        BSCMI            0.07150%          1st                     5
140           Fee             BSCMI            0.03150%          1st                     5
141           Fee             BSCMI            0.03150%          1st                     5
159           Fee             BSCMI            0.07150%          1st                     5
166           Fee             BSCMI            0.07150%          1st                     5
167           Fee             BSCMI            0.03150%          1st                     5
181           Fee             BSCMI            0.03150%          1st                     5
186           Fee             BSCMI            0.03150%          1st                     5
191           Fee             BSCMI            0.03150%          1st                     5
200           Fee             BSCMI            0.03150%          1st                     5
215           Fee             BSCMI            0.03150%          1st                     5
217           Fee             BSCMI            0.03150%          1st                     5
219           Fee             BSCMI            0.03150%          1st                     0
221           Fee             BSCMI            0.07150%          1st                     5
225           Fee             BSCMI            0.03150%          1st                     5


 ID   LETTER OF CREDIT DESCRIPTION   LOAN SPONSOR
---   ----------------------------   ---------------------------------------------------------------------

  6                                  Richard Pachulski, Isaac Pachulski, A. Stuart Rubin, and Nathan Rubin
  8                                  Richard Kessler
 17                                  Michael Forman and California Drive-In Theatres, Inc.
 25                                  Harold Rosenblum
 30                                  Phillip Pilevsky and Alfred Friedman
 32                                  Bharat Lall and Suresh Patel
 38                                  Jourdan Krauss and Eugene Krauss
 41                                  Keith Stoltz and Jack Stoltz
 42                                  Richard Pachulski and Nathan Rubin
 47                                  Fred Luoma and Sharron Luoma
 49                                  Jeno Guttman and Moses Mizrahi
 52                                  Richard Pachulski and Nathan Rubin
 55                                  Jeff Hipple
 61                                  George Gellert and Seryl Kushner
 69                                  Howard Banchik and Steven Fogel
 73                                  James Hanson and Jeffrey Hanson
 76                                  George Gellert and Seryl Kushner
 84                                  Lawrence Kasser, Michael Sullivan and Christopher Gistis
 88                                  Thomas Arnot, Darrell Hanson
100                                  Michael Pintchik, Matthew Pintchik and Leslie Pintchik
107                                  Thomas Arnot, Darrell Hanson
111                                  Min Sak Kang and Man Sun Kang
119                                  George Gellert and Seryl Kushner
122                                  Mehdi Balour
123                                  Ira Smedra and Jacob Wintner
125                                  Ilene Morgan and Marilyn Finkelstein
126                                  Tim Siegel, Aric Lasky and Howard Banchik
133                                  Paul Hogan
138                                  Bruce Gurall and Travis J. Snell
140                                  Ilene Morgan and Marilyn Finkelstein
141                                  Lawrence Kasser, Michael Sullivan and Christopher Gistis
159                                  Paul Cardarelli and Doris Cardarelli
166                                  Kriss Myers and Steven Hardee
167                                  Bharat Lall and Suresh Patel
181                                  Janan Dakak
186                                  Nathan Kalichman and Ester Bendoim
191                                  Antonio Raimondo
200                                  AG Funds, LP
215                                  Nicholas Chimienti
217                                  Phillip Pilevsky and Stanley Sanders
219                                  Cole Operating Partnership II, LP
221                                  Ladi Haroona, Adesubomo Agoro, Oyeyemi Fabuyi, Noble Ezukanm
225                                  Joseph Prestifilippo and Stephen Malley


 ID           INITIAL MASTER SERVICER          INITIAL MASTER SERVICING FEE RATE
---   --------------------------------------   ---------------------------------

  6   Wells Fargo Bank, National Association              0.03050%
  8   Wells Fargo Bank, National Association              0.03050%
 17   Wells Fargo Bank, National Association              0.03050%
 25   Wells Fargo Bank, National Association              0.03050%
 30   Wells Fargo Bank, National Association              0.03050%
 32   Wells Fargo Bank, National Association              0.03050%
 38   Wells Fargo Bank, National Association              0.03050%
 41   Wells Fargo Bank, National Association              0.03050%
 42   Wells Fargo Bank, National Association              0.03050%
 47   Wells Fargo Bank, National Association              0.03050%
 49   Wells Fargo Bank, National Association              0.03050%
 52   Wells Fargo Bank, National Association              0.03050%
 55   Wells Fargo Bank, National Association              0.03050%
 61   Wells Fargo Bank, National Association              0.03050%
 69   Wells Fargo Bank, National Association              0.03050%
 73   Wells Fargo Bank, National Association              0.03050%
 76   Wells Fargo Bank, National Association              0.03050%
 84   Wells Fargo Bank, National Association              0.03050%
 88   Wells Fargo Bank, National Association              0.03050%
100   Wells Fargo Bank, National Association              0.03050%
107   Wells Fargo Bank, National Association              0.03050%
111   Wells Fargo Bank, National Association              0.03050%
119   Wells Fargo Bank, National Association              0.03050%
122   Wells Fargo Bank, National Association              0.03050%
123   Wells Fargo Bank, National Association              0.09050%
125   Wells Fargo Bank, National Association              0.03050%
126   Wells Fargo Bank, National Association              0.03050%
133   Wells Fargo Bank, National Association              0.03050%
138   Wells Fargo Bank, National Association              0.07050%
140   Wells Fargo Bank, National Association              0.03050%
141   Wells Fargo Bank, National Association              0.03050%
159   Wells Fargo Bank, National Association              0.07050%
166   Wells Fargo Bank, National Association              0.07050%
167   Wells Fargo Bank, National Association              0.03050%
181   Wells Fargo Bank, National Association              0.03050%
186   Wells Fargo Bank, National Association              0.03050%
191   Wells Fargo Bank, National Association              0.03050%
200   Wells Fargo Bank, National Association              0.03050%
215   Wells Fargo Bank, National Association              0.03050%
217   Wells Fargo Bank, National Association              0.03050%
219   Wells Fargo Bank, National Association              0.03050%
221   Wells Fargo Bank, National Association              0.07050%
225   Wells Fargo Bank, National Association              0.03050%




                                  SCHEDULE I-C

                      SCHEDULE OF WFB POOLED MORTGAGE LOANS


                                     S-I-C-1





  ID    CMSA LOAN NO.   CMSA PROPERTY NO.   SELLER LOAN NUMBER   PROPERTY NAME                                LOAN GROUP
-----   -------------   -----------------   ------------------   ------------------------------------------   ----------

    2         2                2-001            510905258        One Newark Center                                 1
    3         3                                 510905051        Life Time Fitness Portfolio                       1
  3-a                          3-001            510905051A       Life Time Fitness - Prairie Center Drive
  3-b                          3-002            510905051B       Life Time Fitness - Cedar Lake Road
  3-c                          3-003            510905051C       Life Time Fitness - Baker Road
  3-d                          3-004            510905051D       Life Time Fitness - E. Moore Lake Drive
  3-e                          3-005            510905051E       Life Time Fitness - Yamato Road
  3-f                          3-006            510905051F       Life Time Fitness - West 98th Street
   13         13              13-001            310904833        City Center West                                  1
   14         14              14-001            310904832        Molina Building                                   1
   15         15              15-001            310904999        Canyon Plaza Center                               1
   18         18              18-001            310904536        Pheasant Lake Estates                             2
   23         23              23-001            310904876        Ramada Plaza - LaGuardia Airport                  1
   28         28              28-001            310904840        Marriott Detroit Livonia                          1
   31         31              31-001            310904655        Owensboro Towne Center                            1
   33         33              33-001            310904972        YUM Building                                      1
   35         35              35-001            610903985        Staunton Plaza                                    1
   53         53                                310902900        Michigan MHC Portfolio                            1
 53-a                         53-001            310902900A       Century Mobile Home Park - Lansing, MI
 53-b                         53-002            310902900B       Ackels MHP - Madison Heights, MI
   57         57              57-001            310904601        New Garden Town Center                            1
   62         62              62-001            310904931        Crowne Plaza Hotel Virgina Beach                  1
   63         63              63-001            310904933        Comfort Inn Oceanfront South                      1
   64         64              64-001            310904821        Hampton Inn Reading                               1
   67         67              67-001            310904791        Cherry Hill Shopping Center                       1
   68         68              68-001            310904271        Courtyard Bristol                                 1
   75         75              75-001            310905012        Planning Design Build, Inc.                       1
   79         79              79-001            310904813        Calaveras Shopping Center                         1
   83         83              83-001            310904437        Westminster Towers                                2
   86         86              86-001            310904519        Hilton Garden Inn Kennett Square                  1
   89         89              89-001            310904568        Sundial MHP                                       1
   93         93              93-001            310904642        Pinellas Park Square                              1
   94         94              94-001            310904607        Salina Meadows I&III                              1
   95         95              95-001            310903891        Montrose Retail Center                            1
   96         96              96-001            310904920        Coliseum Meadows Shopping Center                  1
   98         98              98-001            310904733        Burke Lake Self Storage                           1
  104        104             104-001            310904577        Comfort Suites - Leesburg                         1
  106        106             106-001            310904455        Hilton Garden Inn-Oakdale, MN                     1
  109        109             109-001            310904900        A-American Pico                                   1
  113        113             113-001            310904482        Shops at the Village                              1
  117        117             117-001            310904897        Zuni Center                                       1
  121        121             121-001            310904935        Candlewood Suites Virginia Beach                  1
  128        128             128-001            310904863        Placentia Village Plaza                           1
  131        131             131-001            310904614        Niagara Water Industrial                          1
  135        135             135-001            310905027        Colorado Crossroads Retail-Office Building        1
  136        136             136-001            310904867        6421 N. Thornydale Road                           1
  142        142             142-001            410903333        4401 Wilshire Boulevard                           1
  144        144             144-001            310905071        Hampton Inn Emporia                               1
  145        145             145-001            410904523        Redhill Business Center                           1
  148        148             148-001            410904673        A-American Lancaster                              1
  154        154             154-001            410904539        The Holladay House                                1
  156        156             156-001            310904297        Hampton Inn - Middleburg Heights                  1
  161        161             161-001            410904883        Rite Aid - Lansdale                               1
  162        162             162-001            410904629        Copperfield Shopping Center                       1
  165        165             165-001            410904649        One Energy Square                                 1
  169        169             169-001            620904906        The Enclave at Coles Crossing                     1
  170        170             170-001            620904676        Bison and L&W Supply Buildings                    1
  172        172             172-001            410904806        Parfet Street                                     1
  173        173             173-001            410904582        15100-15140 Paramount Blvd.                       1
  174        174             174-001            410904764        MeritCare Medical Office                          1
  176        176             176-001            620905018        Saddle Creek Apartments                           2
  179        179             179-001            410904516        925 Thompson Place                                1
  180        180             180-001            310904298        Hampton Inn - Kent                                1
  183        183             183-001            410904742        The Meadows Apartments                            2
  188        188             188-001            410904820        Stock Building Supply - Mission                   1
  189        189             189-001            620904784        College Plaza                                     1
  190        190             190-001            620904944        Red Rock Plaza                                    1
  193        193             193-001            620904755        Ponderosa Business Park                           1
  194        194             194-001            620904998        Flynn Avenue Self Storage                         1
  195        195             195-001            410904407        Laurel Convenience Center                         1
  196        196             196-001            410904481        724 Enterprise Drive                              1
  197        197             197-001            410904880        Camino Verde Retail Center - Phoenix              1
  198        198                                410904504        Rite Aid - Alabama                                1
198-a                        198-001            410904504A       Rite Aid - Alabama - N. Wood Ave.
198-b                        198-002            410904504B       Rite Aid - Alabama - Forest Road
  199        199             199-001            410904703        PineRidge Business Center                         1
  201        201             201-001            620904811        Southwest Mold Building                           1
  202        202             202-001            410904952        Freeway Mini Storage                              1
  203        203             203-001            410904677        A-American Peoria                                 1
  204        204             204-001            410901478        Herons  Landing                                   2
  205        205             205-001            410904705        Master Key Storage                                1
  206        206                                410904505        Rite Aid - Birmingham/Horn Lake                   1
206-a                        206-001            410904505A       Rite Aid - Birmingham
206-b                        206-002            410904505B       Rite Aid - Horn Lake
  207        207             207-001            410904659        Union Hills II Retail                             1
  208        208             208-001            410904809        Camden Apartments                                 2
  210        210             210-001            410905005        4501 South 70th Street                            1
  211        211             211-001            410904512        Olde Oak Center                                   1
  213        213             213-001            410904670        20562 Crescent Bay                                1
  214        214             214-001            410904894        Mesa Retail Center                                1
  218        218             218-001            410903706        Cloverly Village Shopping Center                  1
  223        223             223-001            410904678        A-American East Peoria                            1
  226        226             226-001            410905037        Walgreens - Madison, WI                           1
  229        229             229-001            410904684        HomeStar Office Building                          1
  232        232             232-001            410904896        Majestic Liquor Store                             1
  234        234             234-001            410904679        A-American Forest Hills                           1
  239        239             239-001            410904862        2400 Florin Road                                  1
  240        240             240-001            410905062        Fed Ex - Hurricane                                1
  241        241             241-001            620904868        1461 N. Daly Street                               1
  242        242             242-001            410904962        Glendale Center                                   1
  244        244             244-001            620904882        7020 Hayvenhurst Industrial                       1
  245        245             245-001            620904912        University North Apartments                       2
  247        247             247-001            410904904        Lake Pointe Office Center                         1
  248        248             248-001            620904911        Metro View I & II Apartments                      2
  249        249             249-001            410904942        Larbrook Properties Huntington Beach CA           1
  250        250             250-001            410904885        715 Avenue H                                      1


  ID    ADDRESS                                                                                            CITY           STATE
-----   -----------------------------------------------------------------------------------------   ------------------   -------

    2   1085 Raymond Boulevard                                                                      Newark                  NJ
    3   Various                                                                                     Various              Various
  3-a   755 Prairie Center Drive                                                                    Eden Prairie            MN
  3-b   5525 Cedar Lake Road                                                                        St. Louis Park          MN
  3-c   6233 Baker Road                                                                             Eden Prairie            MN
  3-d   1200 E. Moore Lake Drive                                                                    Fridley                 MN
  3-e   1499 Yamato Road                                                                            Boca Raton              FL
  3-f   1001 West 98th Street                                                                       Bloomington             MN
   13   7251 West Lake Mead Blvd                                                                    Las Vegas               NV
   14   8801 Horizon Boulevard NE                                                                   Albuquerque             NM
   15   5701-5791 Santa Ana Canyon Road                                                             Anaheim Hills           CA
   18   1 Pheasant Circle                                                                           Beecher                 IL
   23   37-10 114th Street                                                                          Flushing                NY
   28   17100 N Laurel Park Drive                                                                   Livonia                 MI
   31   5151 Frederica Street                                                                       Owensboro               KY
   33   101 Yorkshire Blvd.                                                                         Lexington               KY
   35   1015 Richmond Avenue                                                                        Staunton                VA
   53   Various                                                                                     Various                 MI
 53-a   215 North Canal Road                                                                        Lansing                 MI
 53-b   25151 Dequindre Road                                                                        Madison Heights         MI
   57   350 Scarlett Road                                                                           Kennett Square          PA
   62   4453 Bonney Road                                                                            Virginia Beach          VA
   63   8031 Old Oregon Inlet Road                                                                  Nags Head               NC
   64   1800 Paper Mill Rd                                                                          Wyomissing              PA
   67   6601 Annapolis Road                                                                         Landover Hills          MD
   68   3169 Linden Drive                                                                           Bristol                 VA
   75   901 Deming Way                                                                              Madison                 WI
   79   175-275 W. Calaveras Blvd.                                                                  Milpitas                CA
   83   10925 Park Avenue South                                                                     Tacoma                  WA
   86   815 East Baltimore Pike                                                                     Kennett Square          PA
   89   2121 N. Center Street                                                                       Mesa                    AZ
   93   11141 U.S Highway 19 North and 5251 110th Avenue North                                      Clearwater              FL
   94   220 Salina Meadows Parkway & 301 Plainfield Road                                            Syracuse                NY
   95   1521 & 1541 Oxbow Drive                                                                     Montrose                CO
   96   4896-5034 South Virginia Street                                                             Reno                    NV
   98   6120 Little Ox Road                                                                         Fairfax Station         VA
  104   80 Prosperity Avenue                                                                        Leesburg                VA
  106   420 Inwood Avenue                                                                           Oakdale                 MN
  109   4174 West Pico Boulevard                                                                    Los Angeles             CA
  113   1185, 1107 - 1147 California Street, 625 - 665 Booth Street, 1226 - 1230 Westfield Avenue   Reno                    NV
  117   5555 Zuni Road SE                                                                           Albuquerque             NM
  121   4437 Bonney Road                                                                            Virgina Beach           VA
  128   1414-1490 N. Kraemer Blvd.                                                                  Placentia               CA
  131   1025 Runway Drive                                                                           Stockton                CA
  135   1415 East Colorado Street                                                                   Glendale                CA
  136   6421 N. Thorydale Road                                                                      Tucson                  AZ
  142   4401 Wilshire Boulevard                                                                     Los Angeles             CA
  144   898 Wiggins Road                                                                            Emporia                 VA
  145   3185, 3187, 3189 Pullman Street                                                             Costa Mesa              CA
  148   141 W. Avenue L                                                                             Lancaster               CA
  154   3705 Kennett Pike                                                                           Greenville              DE
  156   7074 Engle Road                                                                             Middleburg Heights      OH
  161   1390 S. Valley Forge Road                                                                   Landsdale               PA
  162   5702 South Staples Drive                                                                    Corpus Christi          TX
  165   3100 Andrews Highway                                                                        Odessa                  TX
  169   12300 Dundee Road                                                                           Cypress                 TX
  170   17608 & 17808 E. 24th Drive                                                                 Aurora                  CO
  172   645 & 655 Parfet Street                                                                     Lakewood                CO
  173   15100-15140 Paramount Blvd.                                                                 Paramount               CA
  174   1705 Anne Street                                                                            Bemidji                 MN
  176   5401 W. 57th Street                                                                         Sioux Falls             SD
  179   921-927 Thompson Place                                                                      Sunnyvale               CA
  180   4406 State Route 43                                                                         Kent                    OH
  183   1101 Sandusky Place                                                                         Perrysburg              OH
  188   1243 E. Business Highway 83                                                                 Mission                 TX
  189   3130 - 3150 E. Union Hills Drive                                                            Phoenix                 AZ
  190   4425 & 4441 West Ashlan Ave.                                                                Fresno                  CA
  193   7505-7555 Jurupa Avenue                                                                     Riverside               CA
  194   199 Flynn Avenue                                                                            Burlington              VT
  195   14631 & 14651 Laurel Bowie Road                                                             Laurel                  MD
  196   724 Enterprise Drive                                                                        Oak Brook               IL
  197   4010-4030 East Greenway Road                                                                Phoenix                 AZ
  198   Various                                                                                     Various                 AL
198-a   1313 N. Wood Ave.                                                                           Florence                AL
198-b   220 Forest Road                                                                             Hueytown                AL
  199   2200 Tall Pines Drive                                                                       Largo                   FL
  201   740 West Knox Road                                                                          Tempe                   AZ
  202   4875 Market Street                                                                          Ventura                 CA
  203   9219 North Industrial Road                                                                  Peoria                  IL
  204   18540 SW Boones Ferry Road                                                                  Tualatin                OR
  205   24275 US Highway 19 N                                                                       Clearwater              FL
  206   Various                                                                                     Various              Various
206-a   1337 Montclair Road                                                                         Birmingham              AL
206-b   3100 Goodman Road                                                                           Horn Lake               MS
  207   18635 North 35th Avenue                                                                     Phoenix                 AZ
  208   2019 4th Avenue North                                                                       Sauk Rapids             MN
  210   4501 South 70th Street                                                                      Lincoln                 NE
  211   321 Independence Blvd.                                                                      Dover                   DE
  213   20562 Crescent Bay                                                                          Lake Forest             CA
  214   1152 N. Power Road                                                                          Mesa                    AZ
  218   15410-40 New Hampshire Avenue                                                               Silver Spring           MD
  223   1591 North Main Street                                                                      East Peoria             IL
  226   108 Cottage Grove Road                                                                      Madison                 WI
  229   23625 Commerce Park Road                                                                    Beachwood               OH
  232   14733 Inwood Road                                                                           Addison                 TX
  234   6210 Forest Hills Road                                                                      Loves Park              IL
  239   2400 Florin Road                                                                            Sacramento              CA
  240   5698 W. 155 North                                                                           Hurricane               UT
  241   1461 N. Daly Street                                                                         Anaheim                 CA
  242   515- 521 1/2 South Verdugo Road                                                             Glendale                CA
  244   7020 Hayvenhurst Avenue                                                                     Van Nuys                CA
  245   327 7th Ave S                                                                               St. Cloud               MN
  247   872-882 Grove Road                                                                          Ypsilanti               MI
  248   302 & 310 8th Ave S                                                                         St. Cloud               MN
  249   15402 - 15432 Electronic Lane                                                               Huntington Beach        CA
  250   715 Avenue H East                                                                           Arlington               TX


                                                             P&I MONTHLY DEBT   IO MONTHLY DEBT                   INTEREST ACCRUAL
  ID    ZIP CODE   ORIGINAL BALANCE   CUT-OFF DATE BALANCE       SERVICE            SERVICE       MORTGAGE RATE         BASIS
-----   --------   ----------------   --------------------   ----------------   ---------------   -------------   ----------------

    2     07102       96,700,000           96,700,000               NAP              457,534         5.60000%        Actual/360
    3    Various      80,000,000           80,000,000             503,285              NAP           5.75000%        Actual/360
  3-a     55344       21,223,768           21,223,768
  3-b     55416       17,262,377           17,262,377
  3-c     55346       15,540,033           15,540,033
  3-d     55432       11,578,642           11,578,642
  3-e     33431       11,145,180           11,145,180
  3-f     55431        3,250,000            3,250,000
   13     89128       21,000,000           21,000,000             125,771            106,281         5.99000%        Actual/360
   14     87113       13,000,000           13,000,000              77,858             65,793         5.99000%        Actual/360
   15     92807       32,000,000           31,966,906             187,761              NAP           5.80000%        Actual/360
   18     60401       28,000,000           28,000,000             172,037            147,386         6.23000%        Actual/360
   23     11368       22,000,000           22,000,000             135,458            116,175         6.25000%        Actual/360
   28     48152       18,000,000           18,000,000             116,296             94,292         6.20000%        Actual/360
   31     42301       16,217,000           16,217,000              98,274             83,581         6.10000%        Actual/360
   33     40509       16,000,000           16,000,000              93,880             78,407         5.80000%        Actual/360
   35     24401       14,100,000           14,074,161              84,446              NAP           5.99000%        Actual/360
   53    Various      10,824,000           10,824,000              64,965             54,963         6.01000%        Actual/360
 53-a     48917        7,601,000            7,601,000
 53-b     48071        3,223,000            3,223,000
   57     19348       10,500,000           10,500,000              63,392             53,806         6.06500%        Actual/360
   62     23462       10,200,000           10,190,039              61,811              NAP           6.10000%        Actual/360
   63     27959       10,125,000           10,114,921              60,704              NAP           6.00000%        Actual/360
   64     19610       10,050,000           10,031,747              60,449              NAP           6.03000%        Actual/360
   67     20784       10,000,000           10,000,000              62,420             53,905         6.38000%        Actual/360
   68     24202       10,000,000            9,967,835              63,767              NAP           6.58500%        Actual/360
   75     53717        9,450,000            9,440,736              57,144              NAP           6.08000%        Actual/360
   79     95035        9,000,000            8,990,902              53,498              NAP           5.92000%        Actual/360
   83     98444        8,750,000            8,750,000              52,686             44,653         6.04000%        Actual/360
   86     19348        8,300,000            8,271,618              51,483              NAP           6.32000%        Actual/360
   89     85201        8,100,000            8,070,722              48,955              NAP           6.07500%        Actual/360
   93     33764        8,000,000            8,000,000              48,273             40,624         6.06000%        Actual/360
   94     13212        7,850,000            7,850,000              46,511             39,066         5.89000%        Actual/360
   95     81401        7,768,000            7,753,637              46,324              NAP           5.95000%        Actual/360
   96     89502        7,750,000            7,750,000              46,216             38,961         5.95000%        Actual/360
   98     22039        7,700,000            7,700,000              47,962             41,377         6.36000%        Actual/360
  104     20175        7,280,000            7,261,631              46,206              NAP           6.54000%        Actual/360
  106     55128        7,200,000            7,170,924              52,627              NAP           6.25000%        Actual/360
  109     90019        7,000,000            6,989,837              44,930              NAP           5.96000%        Actual/360
  113     89509        6,650,000            6,650,000              40,859             35,004         6.23000%        Actual/360
  117     87108        6,500,000            6,493,713              39,600              NAP           6.15000%        Actual/360
  121     23462        6,350,000            6,343,799              38,481              NAP           6.10000%        Actual/360
  128     92870        6,000,000            5,993,736              35,014              NAP           5.75000%        Actual/360
  131     95206        5,800,000            5,794,454              35,561              NAP           6.21000%        Actual/360
  135     91205        5,475,000            5,475,000              32,194             26,923         5.82000%        Actual/360
  136     85741        5,250,000            5,240,761              32,052              NAP           6.17000%        Actual/360
  142     90010        5,000,000            5,000,000              29,817             25,136         5.95000%        Actual/360
  144     23847        5,000,000            4,992,785              32,215              NAP           6.00000%        Actual/360
  145     92626        4,940,000            4,926,235              29,872              NAP           6.08000%        Actual/360
  148     93534        4,850,000            4,843,365              32,279              NAP           6.34500%        Actual/360
  154     19807        4,550,000            4,550,000              28,104             24,142         6.28000%        Actual/360
  156     44130        4,400,000            4,367,114              29,916              NAP           6.57500%        Actual/360
  161     19446        4,150,000            4,150,000              25,471             21,810         6.22000%        Actual/360
  162     78413        4,100,000            4,100,000              24,978             21,304         6.15000%        Actual/360
  165     79762        3,935,000            3,924,105              23,871              NAP           6.11000%        Actual/360
  169     77429        3,650,000            3,650,000              22,119             18,812         6.10000%        Actual/360
  170     80011        3,620,000            3,620,000              22,608             19,529         6.38500%        Actual/360
  172     80215        3,600,000            3,600,000              22,683             19,680         6.47000%        Actual/360
  173     90723        3,500,000            3,490,575              21,527              NAP           6.24000%        Actual/360
  174     56601        3,500,000            3,485,977              25,705              NAP           6.31000%        Actual/360
  176     57106        3,450,000            3,446,539              20,596              NAP           5.96000%        Actual/360
  179     94085        3,275,000            3,275,000              19,530             16,464         5.95000%        Actual/360
  180     44240        3,250,000            3,225,710              22,097              NAP           6.57500%        Actual/360
  183     43551        3,200,000            3,190,950              19,206              NAP           6.01000%        Actual/360
  188     78572        3,100,000            3,093,456              22,587              NAP           6.21000%        Actual/360
  189     85050        3,050,000            3,044,837              18,958              NAP           6.34000%        Actual/360
  190     93722        3,000,000            3,000,000              18,180             15,462         6.10000%        Actual/360
  193     92504        2,915,000            2,910,031              18,062              NAP           6.31000%        Actual/360
  194     05401        2,900,000            2,900,000              17,480             14,824         6.05000%        Actual/360
  195     20708        2,900,000            2,892,174              17,818              NAP           6.23000%        Actual/360
  196     60523        2,850,000            2,850,000              17,771             15,339         6.37000%        Actual/360
  197     85032        2,850,000            2,845,019              17,455              NAP           6.20000%        Actual/360
  198    Various       2,850,000            2,841,974              17,142              NAP           6.03000%        Actual/360
198-a     35630        1,452,941            1,448,849
198-b     35023        1,397,059            1,393,125
  199     33771        2,820,000            2,820,000              16,925             14,320         6.01000%        Actual/360
  201     85284        2,780,000            2,777,433              17,371              NAP           6.39000%        Actual/360
  202     93003        2,725,000            2,719,939              16,215              NAP           5.93000%        Actual/360
  203     61615        2,700,000            2,693,078              17,978              NAP           6.35000%        Actual/360
  204     97062        2,752,000            2,661,289              16,235              NAP           5.85000%        Actual/360
  205     33763        2,650,000            2,647,741              17,276              NAP           6.80000%        Actual/360
  206    Various       2,650,000            2,642,537              15,939              NAP           6.03000%        Actual/360
206-a     35210        1,568,367            1,563,950
206-b     38637        1,081,633            1,078,587
  207     85027        2,640,000            2,635,612              16,548              NAP           6.42000%        Actual/360
  208     56379        2,600,000            2,597,528              15,992              NAP           6.24000%        Actual/360
  210     68516        2,600,000            2,595,166              15,463              NAP           5.92500%        Actual/360
  211     19904        2,600,000            2,593,280              16,314              NAP           6.43000%        Actual/360
  213     92630        2,450,000            2,445,947              15,389              NAP           6.44000%        Actual/360
  214     85205        2,415,000            2,412,695              14,822              NAP           6.22000%        Actual/360
  218     20905        2,300,000            2,300,000              13,745             11,601         5.97000%        Actual/360
  223     61611        2,060,000            2,054,718              13,717              NAP           6.35000%        Actual/360
  226     53716        2,000,000            2,000,000              12,062             10,232         6.05500%        Actual/360
  229     44122        1,950,000            1,944,872              12,134              NAP           6.35000%        Actual/360
  232     75001        1,750,000            1,748,401              10,998              NAP           6.44500%        Actual/360
  234     61111        1,660,000            1,655,744              11,053              NAP           6.35000%        Actual/360
  239     95822        1,550,000            1,547,266               9,453              NAP           6.16000%        Actual/360
  240     84737        1,500,000            1,496,699              10,626              NAP           5.86000%        Actual/360
  241     92806        1,400,000            1,400,000               8,775              7,594         6.42000%        Actual/360
  242     91205        1,385,000            1,385,000               8,393              7,138         6.10000%        Actual/360
  244     91406        1,340,000            1,338,758               8,355              NAP           6.37000%        Actual/360
  245     56301        1,300,000            1,298,759               7,979              NAP           6.22000%        Actual/360
  247     48198        1,050,000            1,050,000               6,533              5,633         6.35000%        Actual/360
  248     56301        1,030,000            1,029,036               6,389              NAP           6.32000%        Actual/360
  249     92649        1,000,000              999,040               6,118              NAP           6.19000%        Actual/360
  250     76011        1,000,000              998,311               6,222              NAP           6.35000%        Actual/360


                                                                         STATED
                                                ORIGINAL TERM TO   REMAINING TERM TO     ORIGINAL       REMAINING      CROSSED
                                                   MATURITY OR        MATURITY OR      AMORTIZATION   AMORTIZATION   WITH OTHER
  ID    ARD LOAN (Y/N)   MATURITY DATE OR ARD      ARD (MOS.)          ARD (MOS.)       TERM (MOS.)    TERM (MOS.)      LOANS
-----   --------------   --------------------   ----------------   -----------------   ------------   ------------   ----------

    2        No                12/01/11                 60                  60                0             0
    3        No                12/01/16                120                 120              300           300
  3-a
  3-b
  3-c
  3-d
  3-e
  3-f
   13        No                10/01/16                120                 118              360           360        Crossed A
   14        Yes               10/01/16                120                 118              360           360        Crossed A
   15        No                11/01/16                120                 119              360           359
   18        No                09/01/16                120                 117              360           360
   23        Yes               11/01/16                120                 119              360           360
   28        Yes               10/01/16                120                 118              312           312
   31        No                10/01/16                120                 118              360           360
   33        Yes               11/01/16                120                 119              360           360
   35        Yes               10/01/16                120                 118              360           358
   53        No                11/01/16                120                 119              360           360
 53-a
 53-b
   57        No                09/01/16                120                 117              360           360
   62        No                11/01/16                120                 119              360           359
   63        No                11/01/16                120                 119              360           359
   64        Yes               10/01/16                120                 118              360           358
   67        No                09/01/11                 60                  57              360           360
   68        No                08/01/16                120                 116              360           356
   75        No                11/01/16                120                 119              360           359
   79        No                11/01/16                120                 119              360           359
   83        No                07/01/16                120                 115              360           360
   86        No                08/01/16                120                 116              360           356
   89        No                08/01/16                120                 116              360           356
   93        No                09/01/16                120                 117              360           360
   94        No                10/01/16                120                 118              360           360
   95        No                10/01/16                120                 118              360           358
   96        No                10/01/16                120                 118              360           360
   98        No                10/01/16                120                 118              360           360
  104        No                09/01/16                120                 117              360           357
  106        No                10/01/11                 60                  58              240           238
  109        No                11/01/13                 84                  83              300           299
  113        No                10/01/16                120                 118              360           360
  117        No                11/01/16                120                 119              360           359
  121        No                11/01/16                120                 119              360           359
  128        No                11/01/16                120                 119              360           359
  131        No                11/01/11                 60                  59              360           359
  135        No                11/01/16                120                 119              360           360
  136        No                10/01/16                120                 118              360           358
  142        No                12/01/12                 84                  72              360           360
  144        No                11/01/16                120                 119              300           299
  145        No                09/01/16                120                 117              360           357
  148        No                11/01/13                 84                  83              300           299
  154        No                08/01/16                120                 116              360           360
  156        Yes               06/01/16                120                 114              300           294
  161        Yes               11/01/16                120                 119              360           360
  162        No                09/01/16                120                 117              360           360
  165        No                09/01/16                120                 117              360           357
  169        No                11/01/16                120                 119              360           360
  170        No                11/01/16                120                 119              360           360
  172        No                09/01/16                120                 117              360           360
  173        No                09/01/16                120                 117              360           357
  174        Yes               10/01/16                120                 118              240           238
  176        No                11/01/16                120                 119              360           359
  179        No                08/01/16                120                 116              360           360
  180        Yes               06/01/16                120                 114              300           294
  183        No                09/01/16                120                 117              360           357
  188        No                11/01/16                120                 119              240           239
  189        No                10/01/16                120                 118              360           358
  190        No                11/01/16                120                 119              360           360
  193        No                10/01/16                120                 118              360           358
  194        No                10/01/16                120                 118              360           360
  195        No                09/01/16                120                 117              360           357
  196        No                10/01/16                120                 118              360           360
  197        No                10/01/16                120                 118              360           358
  198        No                09/01/16                120                 117              360           357
198-a
198-b
  199        No                09/01/16                120                 117              360           360
  201        No                11/01/16                120                 119              360           359
  202        No                10/01/16                120                 118              360           358
  203        No                10/01/13                 84                  82              300           298
  204        No                04/01/14                120                  88              360           328
  205        No                11/01/16                120                 119              360           359
  206        No                09/01/16                120                 117              360           357
206-a
206-b
  207        No                10/01/16                120                 118              360           358
  208        No                11/01/16                120                 119              360           359
  210        No                10/01/16                120                 118              360           358
  211        No                09/01/16                120                 117              360           357
  213        No                10/01/16                120                 118              360           358
  214        No                11/01/16                120                 119              360           359
  218        No                10/01/16                120                 118              360           360
  223        No                10/01/13                 84                  82              300           298
  226        No                11/01/16                120                 119              360           360
  229        No                09/01/16                120                 117              360           357
  232        No                11/01/16                120                 119              360           359
  234        No                10/01/13                 84                  82              300           298
  239        No                10/01/16                120                 118              360           358
  240        No                11/01/16                120                 119              240           239
  241        No                10/01/16                120                 118              360           360
  242        No                10/01/16                120                 118              360           360
  244        No                11/01/16                120                 119              360           359
  245        No                11/01/16                120                 119              360           359
  247        No                11/01/16                120                 119              360           360
  248        No                11/01/16                120                 119              360           359
  249        No                11/01/16                120                 119              360           359
  250        No                10/01/16                120                 118              360           358


                                                                                                       ADMINISTRATIVE FEE
  ID    CROSSED LOAN ID   PREPAYMENT PROVISIONS (# OF PAYMENTS)     OWNERSHIP INTEREST   LOAN SELLER          RATE          DUE DATE
-----   ---------------   ---------------------------------------   ------------------   -----------   ------------------   --------

    2                     LO(24)/Defeasance(34)/Open(2)                     Fee              WFB             0.03150%         1st
    3                     LO(35)/Defeasance(81)/Open(4)                Fee/Leasehold         WFB             0.03150%         1st
  3-a                                                                       Fee              WFB
  3-b                                                                       Fee              WFB
  3-c                                                                       Fee              WFB
  3-d                                                                       Fee              WFB
  3-e                                                                  Fee/Leasehold         WFB
  3-f                                                                       Fee              WFB
   13      Crossed A      LO(26)/Defeasance(90)/Open(4)                     Fee              WFB             0.03150%         1st
   14      Crossed A      LO(26)/Defeasance(90)/Open(4)                     Fee              WFB             0.03150%         1st
   15                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
   18                     LO(27)/Flex(89)/Open(4)                           Fee              WFB             0.03150%         1st
   23                     LO(25)/Defeasance(91)/Open(4)                     Fee              WFB             0.03150%         1st
   28                     LO(26)/Defeasance(90)/Open(4)                     Fee              WFB             0.03150%         1st
   31                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
   33                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
   35                     LO(35)/Defeasance(83)/Open(2)                     Fee              WFB             0.08150%         1st
   53                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
 53-a                                                                       Fee              WFB
 53-b                                                                       Fee              WFB
   57                     LO(35)/Defeasance(83)/Open(2)                     Fee              WFB             0.03150%         1st
   62                     LO(25)/Defeasance(91)/Open(4)                     Fee              WFB             0.03150%         1st
   63                     LO(25)/Defeasance(91)/Open(4)                     Fee              WFB             0.03150%         1st
   64                     LO(26)/Defeasance(92)/Open(2)                     Fee              WFB             0.03150%         1st
   67                     LO(27)/Flex(31)/Open(2)                           Fee              WFB             0.03150%         1st
   68                     LO(36)/Defeasance(80)/Open(4)                     Fee              WFB             0.03150%         1st
   75                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
   79                     LO(35)/Defeasance(83)/Open(2)                     Fee              WFB             0.03150%         1st
   83                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
   86                     LO(35)/Defeasance(83)/Open(2)                     Fee              WFB             0.03150%         1st
   89                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
   93                     LO(27)/Defeasance(91)/Open(2)                     Fee              WFB             0.03150%         1st
   94                     LO(26)/Defeasance(92)/Open(2)                     Fee              WFB             0.03150%         1st
   95                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
   96                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
   98                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  104                     LO(27)/Defeasance(91)/Open(2)                     Fee              WFB             0.03150%         1st
  106                     LO(35)/GRTR1% or YM(21)/Open(4)                   Fee              WFB             0.03150%         1st
  109                     LO(25)/Flex(55)/Open(4)                           Fee              WFB             0.03150%         1st
  113                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
  117                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  121                     LO(25)/Defeasance(91)/Open(4)                     Fee              WFB             0.03150%         1st
  128                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
  131                     LO(35)/Defeasance(21)/Open(4)                     Fee              WFB             0.03150%         1st
  135                     LO(25)/Defeasance(91)/Open(4)                     Fee              WFB             0.03150%         1st
  136                     LO(35)/Defeasance(79)/Open(6)                     Fee              WFB             0.03150%         1st
  142                     LO(35)/GRTR1% or YM(1)/Flex(44)/Open(4)           Fee              WFB             0.03150%         1st
  144                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  145                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
  148                     LO(35)/Flex(45)/Open(4)                           Fee              WFB             0.03150%         1st
  154                     LO(35)/Defeasance(83)/Open(2)                     Fee              WFB             0.03150%         1st
  156                     LO(30)/Defeasance(86)/Open(4)                     Fee              WFB             0.03150%         1st
  161                     LO(25)/Defeasance(91)/Open(4)                     Fee              WFB             0.03150%         1st
  162                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  165                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
  169                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.08150%         1st
  170                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.08150%         1st
  172                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
  173                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.04150%         1st
  174                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  176                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.08150%         1st
  179                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
  180                     LO(30)/Defeasance(86)/Open(4)                     Fee              WFB             0.03150%         1st
  183                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  188                     LO(25)/Defeasance(88)/Open(7)                     Fee              WFB             0.03150%         1st
  189                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.08150%         1st
  190                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.08150%         1st
  193                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.08150%         1st
  194                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.08150%         1st
  195                     LO(27)/Defeasance(89)/Open(4)                     Fee              WFB             0.03150%         1st
  196                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  197                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  198                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.06150%         1st
198-a                                                                       Fee              WFB
198-b                                                                       Fee              WFB
  199                     LO(35)/Defeasance(83)/Open(2)                     Fee              WFB             0.03150%         1st
  201                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.08150%         1st
  202                     LO(26)/Defeasance(90)/Open(4)                     Fee              WFB             0.03150%         1st
  203                     LO(35)/Flex(45)/Open(4)                           Fee              WFB             0.03150%         1st
  204                     LO(56)/Defeasance(60)/Open(4)                     Fee              WFB             0.03150%         1st
  205                     LO(35)/Flex(83)/Open(2)                           Fee              WFB             0.03150%         1st
  206                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.07150%         1st
206-a                                                                       Fee              WFB
206-b                                                                       Fee              WFB
  207                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  208                     LO(35)/Defeasance(83)/Open(2)                     Fee              WFB             0.03150%         1st
  210                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.04150%         1st
  211                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
  213                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  214                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.03150%         1st
  218                     LO(26)/Defeasance(92)/Open(2)                     Fee              WFB             0.04150%         1st
  223                     LO(35)/Flex(45)/Open(4)                           Fee              WFB             0.03150%         1st
  226                     LO(35)/Defeasance(81)/Open(4)                  Leasehold           WFB             0.05150%         1st
  229                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  232                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.11150%         1st
  234                     LO(35)/Flex(45)/Open(4)                           Fee              WFB             0.03150%         1st
  239                     LO(35)/Defeasance(83)/Open(2)                     Fee              WFB             0.07150%         1st
  240                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.13150%         1st
  241                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.15150%         1st
  242                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.05150%         1st
  244                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.08150%         1st
  245                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.08150%         1st
  247                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.03150%         1st
  248                     LO(35)/Defeasance(81)/Open(4)                     Fee              WFB             0.08150%         1st
  249                     LO(35)/Flex(81)/Open(4)                           Fee              WFB             0.15150%         1st
  250                     LO(26)/Defeasance(90)/Open(4)                     Fee              WFB             0.03150%         1st


  ID    GRACE PERIOD (PRIOR TO LATE FEES)    LETTER OF CREDIT   LETTER OF CREDIT DESCRIPTION
-----   ---------------------------------   -----------------   ------------------------------

    2                    5
    3                    5                  Yes ($10,000,000)    Tenant's Security Deposit LOC
  3-a                    0
  3-b                    0
  3-c                    0
  3-d                    0
  3-e                    0
  3-f                    0
   13                    5
   14                    5
   15                    5
   18                    5
   23                    5
   28                    5                    Yes ($750,000)          Holdback (LOC)
   31                    5
   33                    5
   35                    8
   53                    5
 53-a                    0
 53-b                    0
   57                    5
   62                    5
   63                    5
   64                    5
   67                    5
   68                    5
   75                    5                    Yes ($225,000)       Upfront TI/LC Reserve
   79                    5
   83                    5
   86                    5
   89                    5
   93                    5
   94                    5
   95                    5
   96                    5
   98                    5
  104                    5
  106                    5
  109                    5
  113                    5
  117                    5
  121                    5
  128                    5
  131                    5
  135                    5
  136                    5
  142                    5
  144                    5
  145                    5
  148                    5
  154                    5                    Yes ($564,000)           Tenant (LOC)
  156                    5
  161                    5
  162                    5
  165                    5
  169                    5
  170                    5
  172                    5
  173                    5
  174                    5
  176                    5
  179                    5                    Yes ($159,000)    Potential Rental Income LOC
  180                    5
  183                    5
  188                    5
  189                    5
  190                    5
  193                    5
  194                    5
  195                    5
  196                    5
  197                    5
  198                    5
198-a                    0
198-b                    0
  199                    5
  201                    5
  202                    5
  203                    5
  204                    5
  205                    5
  206                    5
206-a                    0
206-b                    0
  207                    5
  208                    5
  210                    5
  211                    5
  213                    5
  214                    5
  218                    5
  223                    5
  226                    5
  229                    5
  232                    5
  234                    5
  239                    5
  240                    5
  241                    5
  242                    5
  244                    5
  245                    5
  247                    5
  248                    5
  249                    5
  250                    5


  ID    LOAN SPONSOR
-----   ------------------------------------------------------------------------------------------------------------------

    2   The Praedium Group LLC
    3   WP Carey
  3-a
  3-b
  3-c
  3-d
  3-e
  3-f
   13   Westlake Development Group, LLC, Chang Income Property Partnership II, L.P., and the TM & YF Chang Revocable Trust
   14   Westlake Development Group, LLC, Chang Income Property Partnership II, L.P., and the TM & YF Chang Revocable Trust
   15   Jack Jakosky, Terry C. Hackett
   18   Helix MHC Investments LLC
   23   Michael Pomeranc, Jason Pomeranc
   28   Crescent Hotels & Resorts, LLC
   31   Jonathan D. Gould
   33   Gilbert Amoroso, John L. deBeneditti, David J. Amoroso
   35   Stephen B Swartz, Roland Guyot
   53   James W. Soboleski, Benjamin L. Kadish
 53-a
 53-b
   57   Don S. Ginsburg
   62   Rajnish K. Jain
   63   Rajnish K. Jain
   64   Jay N. Sonecha
   67   Lacey I. Rice III., Esko I. Korhonen
   68   Mark B. Trammell
   75   Thomas R. Pientka, James M. Pientka, Dezcon, LLC
   79   Lisa Fong Lo
   83   Linda C. Carpenter, Mark J. Carpenter
   86   Stephen S. Silver, Ronald E Schafer
   89   Kathleen M. LaCanne, Albert S. LaCanne
   93   Morris & Judith Lowinger
   94   Resources Capital Management Corporation
   95   Matthew Miles
   96   William C. White, Matthew T. White
   98   Alan N. Jacobs, Dennis E. Mastie
  104   Sanjay J. Bajaj, Jayapal Reddy Pullangari
  106   Stephen L. Schwartz
  109   Edmund C. Olson, Craig D. Olson
  113   Michael J. Horwitz et al
  117   Ray Stone, Jr., J. Todd Stone
  121   Rajnish K. Jain
  128   May S. Hasso
  131   Andrew D. Peykoff, II, Daniel A. Peykoff
  135   Seda G. Aghaian, Hovik Aghaian
  136   Donald Baker and George Larsen
  142   Laura Stanton, David Stanton
  144   Robert G. Beck
  145   Brian K Malliet
  148   Edmund C. Olson, Craig D. Olson
  154   Dennis Preston Snavely, David H.C. Carpenter, Drake M Cattermole
  156   Nitin K. Patel, Bhavana N. Patel
  161   David Goldstein
  162   Ray Win, Peter Kavoian
  165   John Thobe, Hai Nguyen
  169   Jeffrey L. Schmid
  170   Joseph Hohm, Robert L. Riley, Steven F. Spierer, John A. Woodward
  172   Theodore J. Slaught
  173   Lori Kim
  174   Jill E Hill, Steven Hill, Steven W. Hill Living Trust U/A/D March 21, 1997, H & H Anne Street Properties, LLC
  176   Dennis E Jones, Michael S Bender
  179   Dave Dollinger
  180   Hariohm Patel, Sachin Patel
  183   Jeffrey A. Huskisson, James Edward Koch
  188   Joseph M. Averill, Jr., Mark Allen Gray
  189   Stanley Forwand, Edward Rudnitsky
  190   Daljit Singh Dhillon et al
  193   Alois Krickl, Hans Imhof
  194   Thaddeus R. Lorentz, David H. Nelson
  195   R.K. Hendel, MRC Associates, LLC
  196   PAR Family Limited Partnership, PAR Oakbrook, LLC
  197   Jack E. Shemer, W. Barry Shemer
  198   James I Harrison, III
198-a
198-b
  199   Susan Diane Schmidt-Weiner, Susan Dianne Schmidt-Weiner Revocable Trust UAD 11/17/99
  201   Sophie Mizrahi, Maurice Mizrahi
  202   William E McEuen; Alice Mceuen
  203   Craig Olson, Edmund Olson
  204   Roscoe C. Nelson Jr.
  205   Lillian M Mercer, Joseph B. Grammatico, Master Key Norther, Inc., T/U/W of John W. Mercer
  206   James I Harrison, III
206-a
206-b
  207   Yousef Farahnik, Parviz Kamjoo, John F Rastegar, Homa Falah Rastegar
  208   Lisa J. Torborg, Joseph G. Torborg, Camden Apartments, LLC
  210   Joanne Weigel, Kimberly Weigel-Marsh, Michael J. Marsh, Robert Weigel
  211   Cindy Pettinaro Wilkinson, Steve Wilkinson
  213   Craig Fitterer, Paul Roy, Craig Meyers, Mark Jerue
  214   Robert E. Casselman
  218   Amnon Gershoni, Paul Greenberg, William L Walde
  223   Craig D. Olson, Edmund C. Olson
  226   Timothy O. Carey, Matthew E. Lund, Michael Ross, Michael J. Lee, Cottage Grove Investors LLC
  229   Peter J. Moran, II; James A. Rhea
  232   Jerry M. Wise, Joshua L. Levy, Martin B. Cohan
  234   Edmund C. Olson, Craig D. Olson
  239   Lisa Fong Lo
  240   Joan Paddor, James Paddor, Jane H. Jernigan, Jon A. Jernigan
  241   David Seidner
  242   Helly M. Khatchaturian, Zaven Khatchaturian, Roben M. Khatchaturian, Sosik M. Khatchaturian, Rafik M. Khatchaturian
  244   Kiran J. Kamat
  245   William Arndt, Donovan Lundgren, Richard R Heim, Lawrence N Heim
  247   Walter Maurer, Eric V. Maurer, Karen B. Maurer
  248   William Arndt, Donovan Lundgren, Richard R Heim, Lawrence N. Heim
  249   Edward Mayers et al
  250   Adam Sparks


  ID             INITIAL MASTER SERVICER         INITIAL MASTER SERVICING FEE RATE
-----   --------------------------------------   ---------------------------------

    2   Wells Fargo Bank, National Association               0.03050%
    3   Wells Fargo Bank, National Association               0.03050%
  3-a                                                        0.03050%
  3-b                                                        0.03050%
  3-c                                                        0.03050%
  3-d                                                        0.03050%
  3-e                                                        0.03050%
  3-f                                                        0.03050%
   13   Wells Fargo Bank, National Association               0.03050%
   14   Wells Fargo Bank, National Association               0.03050%
   15   Wells Fargo Bank, National Association               0.03050%
   18   Wells Fargo Bank, National Association               0.03050%
   23   Wells Fargo Bank, National Association               0.03050%
   28   Wells Fargo Bank, National Association               0.03050%
   31   Wells Fargo Bank, National Association               0.03050%
   33   Wells Fargo Bank, National Association               0.03050%
   35   Wells Fargo Bank, National Association               0.08050%
   53   Wells Fargo Bank, National Association               0.03050%
 53-a                                                        0.03050%
 53-b                                                        0.03050%
   57   Wells Fargo Bank, National Association               0.03050%
   62   Wells Fargo Bank, National Association               0.03050%
   63   Wells Fargo Bank, National Association               0.03050%
   64   Wells Fargo Bank, National Association               0.03050%
   67   Wells Fargo Bank, National Association               0.03050%
   68   Wells Fargo Bank, National Association               0.03050%
   75   Wells Fargo Bank, National Association               0.03050%
   79   Wells Fargo Bank, National Association               0.03050%
   83   Wells Fargo Bank, National Association               0.03050%
   86   Wells Fargo Bank, National Association               0.03050%
   89   Wells Fargo Bank, National Association               0.03050%
   93   Wells Fargo Bank, National Association               0.03050%
   94   Wells Fargo Bank, National Association               0.03050%
   95   Wells Fargo Bank, National Association               0.03050%
   96   Wells Fargo Bank, National Association               0.03050%
   98   Wells Fargo Bank, National Association               0.03050%
  104   Wells Fargo Bank, National Association               0.03050%
  106   Wells Fargo Bank, National Association               0.03050%
  109   Wells Fargo Bank, National Association               0.03050%
  113   Wells Fargo Bank, National Association               0.03050%
  117   Wells Fargo Bank, National Association               0.03050%
  121   Wells Fargo Bank, National Association               0.03050%
  128   Wells Fargo Bank, National Association               0.03050%
  131   Wells Fargo Bank, National Association               0.03050%
  135   Wells Fargo Bank, National Association               0.03050%
  136   Wells Fargo Bank, National Association               0.03050%
  142   Wells Fargo Bank, National Association               0.03050%
  144   Wells Fargo Bank, National Association               0.03050%
  145   Wells Fargo Bank, National Association               0.03050%
  148   Wells Fargo Bank, National Association               0.03050%
  154   Wells Fargo Bank, National Association               0.03050%
  156   Wells Fargo Bank, National Association               0.03050%
  161   Wells Fargo Bank, National Association               0.03050%
  162   Wells Fargo Bank, National Association               0.03050%
  165   Wells Fargo Bank, National Association               0.03050%
  169   Wells Fargo Bank, National Association               0.08050%
  170   Wells Fargo Bank, National Association               0.08050%
  172   Wells Fargo Bank, National Association               0.03050%
  173   Wells Fargo Bank, National Association               0.04050%
  174   Wells Fargo Bank, National Association               0.03050%
  176   Wells Fargo Bank, National Association               0.08050%
  179   Wells Fargo Bank, National Association               0.03050%
  180   Wells Fargo Bank, National Association               0.03050%
  183   Wells Fargo Bank, National Association               0.03050%
  188   Wells Fargo Bank, National Association               0.03050%
  189   Wells Fargo Bank, National Association               0.08050%
  190   Wells Fargo Bank, National Association               0.08050%
  193   Wells Fargo Bank, National Association               0.08050%
  194   Wells Fargo Bank, National Association               0.08050%
  195   Wells Fargo Bank, National Association               0.03050%
  196   Wells Fargo Bank, National Association               0.03050%
  197   Wells Fargo Bank, National Association               0.03050%
  198   Wells Fargo Bank, National Association               0.06050%
198-a                                                        0.06050%
198-b                                                        0.06050%
  199   Wells Fargo Bank, National Association               0.03050%
  201   Wells Fargo Bank, National Association               0.08050%
  202   Wells Fargo Bank, National Association               0.03050%
  203   Wells Fargo Bank, National Association               0.03050%
  204   Wells Fargo Bank, National Association               0.03050%
  205   Wells Fargo Bank, National Association               0.03050%
  206   Wells Fargo Bank, National Association               0.07050%
206-a                                                        0.07050%
206-b                                                        0.07050%
  207   Wells Fargo Bank, National Association               0.03050%
  208   Wells Fargo Bank, National Association               0.03050%
  210   Wells Fargo Bank, National Association               0.04050%
  211   Wells Fargo Bank, National Association               0.03050%
  213   Wells Fargo Bank, National Association               0.03050%
  214   Wells Fargo Bank, National Association               0.03050%
  218   Wells Fargo Bank, National Association               0.04050%
  223   Wells Fargo Bank, National Association               0.03050%
  226   Wells Fargo Bank, National Association               0.05050%
  229   Wells Fargo Bank, National Association               0.03050%
  232   Wells Fargo Bank, National Association               0.11050%
  234   Wells Fargo Bank, National Association               0.03050%
  239   Wells Fargo Bank, National Association               0.07050%
  240   Wells Fargo Bank, National Association               0.13050%
  241   Wells Fargo Bank, National Association               0.15050%
  242   Wells Fargo Bank, National Association               0.05050%
  244   Wells Fargo Bank, National Association               0.08050%
  245   Wells Fargo Bank, National Association               0.08050%
  247   Wells Fargo Bank, National Association               0.03050%
  248   Wells Fargo Bank, National Association               0.08050%
  249   Wells Fargo Bank, National Association               0.15050%
  250   Wells Fargo Bank, National Association               0.03050%





                                  SCHEDULE I-D

                      SCHEDULE OF PCF POOLED MORTGAGE LOANS


                                    S-I-D-1





 ID   CMSA LOAN NO.   CMSA PROPERTY NO.   SELLER LOAN NUMBER   PROPERTY NAME               LOAN GROUP
---   -------------   -----------------   ------------------   -------------------------   ----------

 21         21              21-001              755249         Camp Creek Marketplace II        1
 77         77              77-001              754221         Westone Plaza                    1
129        129             129-001              754583         Tuckerton Plaza                  1
168        168             168-001              754765         Canyon Country Village           1


 ID   ADDRESS                                              CITY         STATE   ZIP CODE   ORIGINAL BALANCE   CUT-OFF DATE BALANCE
---   -------------------------------------------   -----------------   -----   --------   ----------------   --------------------

 21   3755 Carmia Drive SW                          Atlanta               GA      30331       23,000,000           23,000,000
 77   4993, 5003, 5007 & 5009 Westone Plaza Drive   Chantilly             VA      20151        9,075,000            9,051,749
129   425 Route 9 South                             Little Egg Harbor     NJ      08087        6,000,000            5,896,235
168   28410-28460 Haskell Canyon Road               Santa Clarita         CA      91390        3,750,000            3,726,216


      P&I MONTHLY DEBT   IO MONTHLY DEBT                                                             MATURITY DATE OR
 ID        SERVICE           SERVICE       MORTGAGE RATE   INTEREST ACCRUAL BASIS   ARD LOAN (Y/N)          ARD
---   ----------------   ---------------   -------------   ----------------------   --------------   ----------------

 21        138,098           102,411          5.27000%           Actual/360               No             09/01/16
 77         57,181             NAP            6.47000%           Actual/360               No             09/01/16
129         32,651             NAP            5.12000%           Actual/360               No             09/01/15
168         26,909             NAP            6.02000%           Actual/360               No             09/01/21


                                     STATED REMAINING        ORIGINAL           REMAINING
      ORIGINAL TERM TO MATURITY OR   TERM TO MATURITY   AMORTIZATION TERM   AMORTIZATION TERM   CROSSED WITH
 ID            ARD (MOS.)              OR ARD (MOS.)          (MOS.)              (MOS.)         OTHER LOANS   CROSSED LOAN ID
---   ----------------------------   ----------------   -----------------   -----------------   ------------   ---------------

 21                120                      117                300                 300
 77                120                      117                360                 357
129                120                      105                360                 345
168                180                      177                240                 237


                                              OWNERSHIP                 ADMINISTRATIVE FEE                  GRACE PERIOD
 ID   PREPAYMENT PROVISIONS (# OF PAYMENTS)    INTEREST   LOAN SELLER          RATE          DUE DATE   (PRIOR TO LATE FEES)
---   -------------------------------------   ---------   -----------   ------------------   --------   --------------------

 21   LO(27)/Defeasance(89)/Open(4)              Fee      PCF                 0.03150%       1st                  0
 77   GRTR1% or YM(116)/Open(4)                  Fee      PCF                 0.03150%       1st                  0
129   LO(39)/Defeasance(79)/Open(2)              Fee      PCF                 0.03150%       1st                  5
168   LO(27)/Defeasance(149)/Open(4)             Fee      PCF                 0.03150%       1st                  0


 ID   LETTER OF CREDIT   LETTER OF CREDIT DESCRIPTION   LOAN SPONSOR
---   ----------------   ----------------------------   -----------------------------------------

 21                                                     WRI North American Properties, L.P.
 77                                                     Lenkin, Melvin; William Walde; Henry Long
129                                                     Ringel, Benjamin
168                                                     Alfieri, Peter; Dolores Alfieri


                                               INITIAL MASTER
                                                SERVICING FEE
 ID   INITIAL MASTER SERVICER                       RATE
---   --------------------------------------   --------------

 21   Wells Fargo Bank, National Association       0.03050%
 77   Wells Fargo Bank, National Association       0.03050%
129   Wells Fargo Bank, National Association       0.03050%
168   Wells Fargo Bank, National Association       0.03050%






                                  SCHEDULE I-E

                      SCHEDULE OF PCFII POOLED MORTGAGE LOANS


                                     S-I-E-1





                       CMSA PROPERTY
 ID    CMSA LOAN NO.        NO.        SELLER LOAN NUMBER   PROPERTY NAME                                          LOAN GROUP
----   -------------   -------------   ------------------   ----------------------------------------------------   ----------

   4          4             4-001             755369        750 Lexington Avenue                                        1
   7          7             7-001             755444        Philips at Sunrise Shopping Center                          1
  10         10            10-001             755246        Fountain Square                                             1
  12         12                               755386        Drury Inn Portfolio                                         1
12-a                       12-001             755386b       Drury Inn San Antonio
12-b                       12-002             755386c       Drury Inn Albuquerque
12-c                       12-003             755386a       Best Western San Antonio
  16         16            16-001             755433        Plaza Fiesta                                                1
  19         19            19-001             755350        255 Primera Boulevard                                       1
  20         20            20-001             755459        Village At East Cobb                                        2
  22         22            22-001             755407        2400 83rd Street                                            1
  27         27            27-001             755114        Park Lakes Apartments                                       2
  34         34            34-001             755409        210 & 40 Meadowlands Parkway                                1
  39         39            39-001             755341        44100-44250 Town Center Way                                 1
  44         44            44-001             755316        Foundry Shopping Center                                     1
  46         46            46-001             755255        6464-6540 West 51st Street & 5000 South Nagle Avenue        1
  48         48            48-001             755401        114-120 Seaview Drive                                       1
  51         51            51-001             755403        15 Melanie Lane                                             1
  66         66            66-001             755406        621 Route 46                                                1
  74         74            74-001             755349        Tumwater Industrial Facility                                1
  78         78            78-001             755405        51-53 Hook Road                                             1
  81         81            81-001             755327        Dorsey Business Center                                      1
  82         82            82-001             755356        Sunchase Apartments                                         2
  85         85            85-001             755404        700-760 First Street                                        1
  91         91            91-001             755422        500 Alexander Park                                          1
  97         97            97-001             755158        Koeller Center                                              1
  99         99            99-001             755400        111-115 Castle Road                                         1
 108        108           108-001             755132        Ann & Decatur Marketplace                                   1
 110        110           110-001             755402        50 Enterprise Ave                                           1
 116        116           116-001             755333        Hilltop Business Center                                     1
 118        118           118-001             755390        Residence Inn Louisville Airport                            1
 130        130           130-001             755030        Willingboro Town Center, South Phase                        1
 143        143           143-001             755412        8010 Frankford Avenue                                       1
 152        152           152-001             755336        Sharon Glen Apartment Homes                                 2
 158        158           158-001             755415        510 Idlewild Avenue                                         1
 164        164           164-001             755111        11016 Mulberry Avenue                                       1
 184        184           184-001             755383        1318 North Cooper Road                                      1
 185        185           185-001             755385        420 North Dysart Road                                       1
 192        192           192-001             755391        United Self Storage                                         1
 209        209           209-001             755330        7051 Stuart Avenue                                          1
 212        212           212-001             755032        Grand Oaks Professional                                     1
 216        216           216-001             755318        28251-28317 Kelly Johnson Parkway                           1
 224        224           224-001             755381        Lake Wylie Plaza                                            1
 227        227           227-001             755340        18-12 25th Road                                             2
 228        228           228-001             755417        Stor-N-Lock -12                                             1
 230        230           230-001             755347        8420 Market Street                                          1
 231        231           231-001             755408        50 Route 10                                                 1
 233        233           233-001             755052        Old Town Center                                             1
 235        235           235-001             755416        West Greens Plaza                                           1
 236        236           236-001             755399        Arlington Terrace Apartments                                2
 237        237           237-001             755411        2670 Salt Springs Road                                      1
 238        238           238-001             755395        JP Hennessy Building                                        1
 243        243           243-001             755398        454 North Broadway                                          1
 246        246           246-001             755233        380 W. Martin Luther King Jr. Boulevard                     1


 ID    ADDRESS                                                        CITY            STATE    ZIP CODE   ORIGINAL BALANCE
----   ----------------------------------------------------   --------------------   -------   --------   ----------------

   4   750 Lexington Avenue                                   New York                  NY       10022       75,000,000
   7   5500 Sunrise Highway                                   Massapequa                NY       11758       65,000,000
  10   16020 West Bluemound Road                              Brookfield                WI       53005       39,250,000
  12   Various                                                Various                Various    Various      34,860,000
12-a   9806 I H-10 West                                       San Antonio               TX       78230       17,640,000
12-b   4310 The 25 Way NE                                     Albuquerque               NM       87109       13,650,000
12-c   9411 Wurzbach Road                                     San Antonio               TX       78240        3,570,000
  16   4166 Buford Highway                                    Atlanta                   GA       30345       31,951,000
  19   255 Primera Boulevard                                  Lake Mary                 FL       32746       26,000,000
  20   2085 Roswell Road                                      Marietta                  GA       30062       25,050,000
  22   2400 83rd Street                                       North Bergen              NJ       07047       22,000,000
  27   9950 Buffalo Speedway                                  Houston                   TX       77054       18,400,000
  34   210 & 40 Meadowlands Parkway                           Secaucus                  NJ       07094       15,500,000
  39   44100-44250 Town Center Way                            Palm Desert               CA       92260       13,000,000
  44   2070-2112 North Clybourn Avenue                        Chicago                   IL       60614       12,120,000
  46   6464-6540 West 51st Street & 5000 South Nagle Avenue   Forest View               IL       60638       11,670,000
  48   114-120 Seaview Drive                                  Secaucus                  NJ       07094       11,500,000
  51   15 Melanie Lane                                        Whippany                  NJ       07981       11,000,000
  66   621 Route 46                                           Hasbrouck Heights         NJ       07604       10,000,000
  74   3025 32nd Ave SW                                       Tumwater                  WA       98512        9,520,000
  78   51-53 Hook Road                                        Bayonne                   NJ       07029        9,000,000
  81   6800 Deerpath Road                                     Elkridge                  MD       21075        8,900,000
  82   3901 Montgomery Boulevard NE                           Albuquerque               NM       87109        8,750,000
  85   700-760 1st Street                                     Harrison                  NJ       07029        8,500,000
  91   500 Alexander Park                                     Princeton                 NJ       08540        8,000,000
  97   1020 - 1142 S. Koeller Street                          Oshkosh                   WI       54902        7,750,000
  99   111-115 Castle Road                                    Secaucus                  NJ       07094        7,500,000
 108   4669 West Ann Road                                     North Las Vegas           NV       89031        7,000,000
 110   50 Enterprise Ave                                      Secaucus                  NJ       07094        6,950,000
 116   7300-7360 SW Hunziker Street                           Tigard                    OR       97223        6,500,000
 118   700 Phillips Lane                                      Louisville                KY       40209        6,500,000
 130   4364 Route 130 North                                   Willingboro Township      NJ       08046        5,850,000
 143   8010 Frankford Avenue                                  Lubbock                   TX       76112        5,000,000
 152   6785 Oakton Lane                                       Columbus                  OH       43229        4,660,000
 158   510 Idlewild Avenue                                    Easton                    MD       21601        4,300,000
 164   11016 Mulberry Avenue                                  Fontana                   CA       92337        4,000,000
 184   1318 North Cooper Road                                 Gilbert                   AZ       85233        3,185,000
 185   420 North Dysart Road                                  Goodyear                  AZ       85338        3,185,000
 192   1035 Starwood Ave                                      Valrico                   FL       33594        3,000,000
 209   7051 Stuart Avenue                                     Jacksonville              FL       32254        2,600,000
 212   200 West Oak Street                                    Kissimmee                 FL       34741        2,500,000
 216   28251-28317 Kelly Johnson Parkway                      Valencia                  CA       91355        2,345,000
 224   4100 Charlotte Highway                                 Lake Wylie                SC       29710        2,050,000
 227   18-12 25th Road                                        Astoria                   NY       11102        2,000,000
 228   1250 South Orchard Street                              Boise                     ID       83705        2,000,000
 230   8420 Market Street                                     Middleton                 WI       53562        1,802,673
 231   50 Route 10                                            Hanover Township          NJ       07981        1,750,000
 233   811 Business Highway 121                               Lewisville                TX       75057        1,725,000
 235   11243 Veterans Memorial Parkway                        Houston                   TX       77067        1,650,000
 236   5931 East 12th Street                                  Indianapolis              IN       46219        1,600,000
 237   2670 Salt Springs Road                                 Youngstown                OH       44509        1,600,000
 238   1640 J.P. Hennessy Drive                               LaVergne                  TN       37086        1,550,000
 243   454 North Broadway                                     Pennsville                NJ       08070        1,350,000
 246   380 W. Martin Luther King Jr. Boulevard                Los Angeles               CA       90037        1,275,000


                              P&I MONTHLY DEBT   IO MONTHLY DEBT                   INTEREST ACCRUAL
 ID    CUT-OFF DATE BALANCE        SERVICE           SERVICE       MORTGAGE RATE        BASIS         ARD LOAN (Y/N)
----   --------------------   ----------------   ---------------   -------------   ----------------   --------------

   4        75,000,000             423,023           344,722          5.44000%        Actual/360      No
   7        65,000,000               NAP             315,784          5.75000%        Actual/360      No
  10        39,250,000               NAP             209,919          6.33000%        Actual/360      Yes
  12        34,860,000             207,437           174,659          5.93000%        Actual/360      No
12-a        17,640,000
12-b        13,650,000
12-c         3,570,000
  16        31,951,000                NAP            151,985          5.63000%        Actual/360      No
  19        26,000,000                NAP            135,101          6.15000%        Actual/360      No
  20        25,050,000                NAP            125,720          5.94000%        Actual/360      No
  22        22,000,000                NAP            104,929          5.64500%        Actual/360      No
  27        18,400,000                NAP             95,987          6.26000%          30/360        Yes
  34        15,500,000                NAP             73,927          5.64500%        Actual/360      No
  39        12,975,640              77,025             NAP            5.89000%        Actual/360      No
  44        12,120,000                NAP             63,387          6.19000%        Actual/360      No
  46        11,670,000              71,854            61,625          6.25000%        Actual/360      No
  48        11,500,000                NAP             54,849          5.64500%        Actual/360      No
  51        11,000,000                NAP             52,465          5.64500%        Actual/360      No
  66        10,000,000                NAP             47,695          5.64500%        Actual/360      No
  74         9,510,340              56,467            41,068          5.90000%        Actual/360      No
  78         9,000,000                NAP             44,142          5.80500%        Actual/360      No
  81         8,900,000              54,452            46,547          6.19000%        Actual/360      No
  82         8,750,000              51,843            43,544          5.89000%        Actual/360      No
  85         8,500,000                NAP             40,541          5.64500%        Actual/360      No
  91         8,000,000              47,297             NAP            5.87000%        Actual/360      No
  97         7,739,986              50,120             NAP            6.21000%        Actual/360      No
  99         7,500,000                NAP             35,771          5.64500%        Actual/360      No
 108         7,000,000              43,511            37,497          6.34000%        Actual/360      No
 110         6,950,000                NAP             33,148          5.64500%        Actual/360      No
 116         6,493,809              39,937             NAP            6.23000%        Actual/360      No
 118         6,477,592              54,745             NAP            5.97000%        Actual/360      No
 130         5,850,000              35,451            30,151          6.10000%        Actual/360      No
 143         4,995,003              29,913             NAP            5.98000%        Actual/360      Yes
 152         4,660,000              28,300            24,096          6.12000%        Actual/360      No
 158         4,295,695              25,698             NAP            5.97000%        Actual/360      No
 164         3,991,506              29,028             NAP            6.16000%        Actual/360      No
 184         3,181,949              19,507             NAP            6.20000%        Actual/360      No
 185         3,181,949              19,507             NAP            6.20000%        Actual/360      No
 192         2,993,637              21,788             NAP            6.17000%        Actual/360      No
 209         2,595,639              16,229             NAP            6.38000%        Actual/360      No
 212         2,496,470              16,322             NAP            6.14000%        Actual/360      No
 216         2,340,938              14,423             NAP            6.24000%        Actual/360      No
 224         2,047,109              13,397             NAP            6.15000%        Actual/360      No
 227         1,998,110              12,340             NAP            6.27000%        Actual/360      No
 228         1,997,947              11,786             NAP            5.84000%        Actual/360      No
 230         1,799,593              11,158             NAP            6.30000%        Actual/360      No
 231         1,750,000                NAP              8,347          5.64500%        Actual/360      No
 233         1,722,026              10,632             NAP            6.26000%        Actual/360      No
 235         1,648,332               9,808             NAP            5.92000%        Actual/360      No
 236         1,597,775              10,545             NAP            6.24000%        Actual/360      No
 237         1,596,666              11,760             NAP            6.32000%        Actual/360      No
 238         1,550,000               9,534             8,172          6.24000%        Actual/360      No
 243         1,348,709               8,277             NAP            6.21000%        Actual/360      No
 246         1,271,976               8,329             NAP            6.82000%        Actual/360      No


                                                          STATED
                                                      REMAINING TERM     ORIGINAL         REMAINING         CROSSED
       MATURITY DATE   ORIGINAL TERM TO MATURITY OR   TO MATURITY OR   AMORTIZATION   AMORTIZATION TERM   WITH OTHER
 ID        OR ARD               ARD (MOS.)              ARD (MOS.)      TERM (MOS.)         (MOS.)           LOANS
----   -------------   ----------------------------   --------------   ------------   -----------------   ----------

   4      12/05/16                  120                     120             360              360
   7      12/01/16                  120                     120               0                0
  10      10/01/16                  120                     118               0                0
  12      12/01/16                  120                     120             360              360
12-a
12-b
12-c
  16      12/03/16                  120                     120               0                0
  19      10/01/16                  120                     118               0                0
  20      11/03/16                  120                     119               0                0
  22      11/01/16                  120                     119               0                0
  27      10/01/16                  120                     118               0                0
  34      11/01/16                  120                     119               0                0
  39      10/03/16                  120                     118             360              358
  44      11/01/16                  120                     119               0                0
  46      11/01/16                  120                     119             360              360
  48      11/01/16                  120                     119               0                0
  51      11/01/16                  120                     119               0                0
  66      11/01/16                  120                     119               0                0
  74      11/01/16                  120                     119             360              359
  78      11/01/16                  120                     119               0                0
  81      10/01/16                  120                     118             360              360
  82      10/01/16                  120                     118             360              360
  85      11/01/16                  120                     119               0                0
  91      12/01/16                  120                     120             360              360
  97      11/01/16                  120                     119             312              311
  99      11/01/16                  120                     119               0                0
 108      11/01/16                  120                     119             360              360
 110      11/01/16                  120                     119               0                0
 116      11/01/16                  120                     119             360              359
 118      11/01/21                  180                     179             180              179
 130      09/01/16                  120                     117             360              360
 143      11/01/16                  120                     119             360              359
 152      10/01/16                  120                     118             360              360
 158      11/01/16                  120                     119             360              359
 164      11/01/16                  120                     119             240              239
 184      11/01/16                  120                     119             360              359
 185      11/01/16                  120                     119             360              359
 192      11/01/26                  240                     239             240              239
 209      10/01/16                  120                     118             360              358
 212      11/01/16                  120                     119             300              299
 216      10/01/16                  120                     118             360              358
 224      11/01/16                  120                     119             300              299
 227      11/01/16                  120                     119             360              359
 228      11/03/16                  120                     119             360              359
 230      10/01/16                  120                     118             360              358
 231      11/01/16                  120                     119               0                0
 233      10/01/16                  120                     118             360              358
 235      11/01/16                  120                     119             360              359
 236      11/01/16                  120                     119             300              299
 237      11/01/16                  120                     119             240              239
 238      11/01/16                  120                     119             360              360
 243      11/01/16                  120                     119             360              359
 246      09/01/16                  120                     117             360              357


                                                                                               OWNERSHIP
 ID    CROSSED LOAN ID   PREPAYMENT PROVISIONS (# OF PAYMENTS)                                  INTEREST     LOAN SELLER
----   ---------------   -----------------------------------------------------------------   -------------   -----------

   4                     GRTR1% or YM(24)/Defeasance(92)/Open(4)                             Fee/Leasehold   PCF II
   7                     LO(24)/Defeasance(89)/Open(7)                                            Fee        PCF II
  10                     LO(26)/Defeasance(92)/Open(2)                                            Fee        PCF II
  12                     LO(24)/Defeasance(94)/Open(2)                                            Fee        PCF II
12-a                                                                                              Fee        PCF II
12-b                                                                                              Fee        PCF II
12-c                                                                                              Fee        PCF II
  16                     GRTR1% or YM(116)/Open(4)                                           Fee/Leasehold   PCF II
  19                     LO(26)/Defeasance(92)/Open(2)                                            Fee        PCF II
  20                     GRTR1% or YM(117)/Open(3)                                                Fee        PCF II
  22                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
  27                     LO(24)/GRTR1% or YM(92)/Open(4)                                          Fee        PCF II
  34                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
  39                     LO(26)/Defeasance(87)/GRTR1% or YM(5)/Open(2)                            Fee        PCF II
  44                     GRTR1% or YM(118)/Open(2)                                                Fee        PCF II
  46                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
  48                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
  51                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
  66                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
  74                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
  78                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
  81                     LO(26)/Defeasance(92)/Open(2)                                            Fee        PCF II
  82                     LO(26)/GRTR1% or YM(90)/Open(4)                                          Fee        PCF II
  85                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
  91                     LO(24)/Defeasance(94)/Open(2)                                         Leasehold     PCF II
  97                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
  99                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
 108                     LO(25)/Flex(93)/Open(2)                                                  Fee        PCF II
 110                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
 116                     GRTR1% or YM(118)/Open(2)                                                Fee        PCF II
 118                     LO(25)/Defeasance(153)/Open(2)                                           Fee        PCF II
 130                     LO(27)/Defeasance(91)/Open(2)                                            Fee        PCF II
 143                     LO(25)/GRTR1% or YM(92)/Open(3)                                          Fee        PCF II
 152                     LO(26)/Defeasance(90)/Open(4)                                            Fee        PCF II
 158                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
 164                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
 184                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
 185                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
 192                     LO(25)/GRTR1% or YM(213)/Open(2)                                         Fee        PCF II
 209                     LO(26)/GRTR1% or YM(92)/Open(2)                                          Fee        PCF II
 212                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
 216                     LO(26)/GRTR1% or YM(92)/Open(2)                                          Fee        PCF II
 224                     LO(25)/GRTR1% or YM(91)/Open(4)                                          Fee        PCF II
 227                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
 228                     LO(25)/Flex(93)/Open(2)                                                  Fee        PCF II
 230                     LO(26)/GRTR1% or YM(92)/Open(2)                                          Fee        PCF II
 231                     LO(25)/Defeasance(93)/Open(2)                                            Fee        PCF II
 233                     LO(26)/GRTR1% or YM(92)/Open(2)                                          Fee        PCF II
 235                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
 236                     LO(25)/GRTR1% or YM(35)/5%(12)/4%(12)/3%(12)/2%(12)/1%(10)Open(2)        Fee        PCF II
 237                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
 238                     LO(25)/GRTR1% or YM(93)/Open(2)                                          Fee        PCF II
 243                     LO(25)/Flex(93)/Open(2)                                                  Fee        PCF II
 246                     LO(27)/GRTR1% or YM(91)/Open(2)                                          Fee        PCF II


       ADMINISTRATIVE
 ID       FEE RATE      DUE DATE   GRACE PERIOD (PRIOR TO LATE FEES)   LETTER OF CREDIT   LETTER OF CREDIT DESCRIPTION
----   --------------   --------   ---------------------------------   ----------------   ----------------------------

   4       0.03150%        5th                     0
   7       0.03150%        1st                     4
  10       0.03150%        1st                     0
  12       0.03150%        1st                     0
12-a                                               0
12-b                                               0
12-c                                               0
  16       0.03150%        3rd                     0
  19       0.03150%        1st                     0                    Yes ($151,515)        Upfront TI/LC Reserve
  20       0.03150%        3rd                     0
  22       0.03150%        1st                     5
  27       0.03150%        1st                     0
  34       0.03150%        1st                     5
  39       0.03150%        3rd                     0
  44       0.03150%        1st                     0
  46       0.03150%        1st                     0                    Yes ($400,000)     Upfront Replacement Reserve
  48       0.03150%        1st                     5
  51       0.03150%        1st                     5
  66       0.03150%        1st                     5
  74       0.03150%        1st                     0
  78       0.03150%        1st                     5
  81       0.03150%        1st                     0
  82       0.03150%        1st                     0
  85       0.03150%        1st                     5
  91       0.03150%        1st                     0
  97       0.03150%        1st                     0
  99       0.03150%        1st                     5
 108       0.03150%        1st                     0
 110       0.03150%        1st                     5
 116       0.03150%        1st                     0
 118       0.03150%        1st                     0
 130       0.03150%        1st                     0
 143       0.03150%        1st                     0
 152       0.03150%        1st                     0
 158       0.03150%        1st                     0
 164       0.03150%        1st                     0
 184       0.03150%        1st                     0
 185       0.03150%        1st                     0
 192       0.03150%        1st                     0
 209       0.03150%        1st                     0
 212       0.03150%        1st                     0
 216       0.03150%        1st                     0
 224       0.03150%        1st                     0
 227       0.03150%        1st                     0
 228       0.03150%        3rd                     0
 230       0.03150%        1st                     0
 231       0.03150%        1st                     5
 233       0.03150%        1st                     0
 235       0.03150%        1st                     0
 236       0.03150%        1st                     0
 237       0.03150%        1st                     0
 238       0.03150%        1st                     0
 243       0.03150%        1st                     0
 246       0.03150%        1st                     0


 ID                                             LOAN SPONSOR
----   ---------------------------------------------------------------------------------------------

   4   Cohen, Charles S.
   7   Pilevsky, Philip
  10   Continental Properties Company, Inc
  12   Drury Southwest, Inc.
12-a
12-b
12-c
  16   Sarofim Realty Advisors Co.
  19   de Olazarra, Allen; Rodolfo Prio Touzet; DLF Immobilienportfolio
  20   JPI Lifestyle Apartment Communities, L.P.
  22   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
  27   Gregory A. Fowler Living Trust
  34   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
  39   Whitney, Robert E.; Mark Whitney
  44   Ruttenberg, David W.
  46   Goldberg, Robert
  48   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
  51   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
  66   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
  74   Berschauer, Patrick A.; James A. Phillips; Steven K. Boone
  78   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
  81   Levy, Mark.; R. Wayne Newsome; Doug Legum
  82   Sparks, Fred G.; Richard M. Tucker; Charles D John; Darius Irani; Bart Tucker
  85   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
  91   Hillier, J. Robert
  97   Livesey, John P.
  99   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
 108   Asif, Abdus; Riffat Asif
 110   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
 116   Robinson, Randy
 118   Holloway, Robert L.
 130   Juliano, William T.; Thomas E. Juliano
 143   D'Alise M.D., Mark D.
 152   Crawford, Brent
 158   Szczukowski, Myron J.; Thomas E. Stauch; James W. Palumbo; Richard J. Mason; Benjamin D. Knox
 164   Logistixs, Inc.
 184   Leon, Kenneth; Eskandar Bolour; Omid Bolour; Vitali Leon; Elaine Leon
 185   Leon, Kenneth; Eskandar Bolour; Omid Bolour; Vitali Leon; Elaine Leon
 192   Patel, Prativ; Rekha Bakarania
 209   Easton, Sam
 212   Sant, Dean; Jason Sant
 216   Larson, Margaret
 224   Erwin, Mark
 227   Hernandez, Kevin
 228   Jones, Alan; Franklin McCullough
 230   Gardner, Guy; Joan Gardner
 231   Hartz Financial Corp.; Hartz Mountain Industries-NJ, LLC
 233   Sackley, Charles W.; Stephen F. Perkins
 235   Nguyen, Thu Huong; Van Cao Tran
 236   Rubek, Connie; Vladimir Rubek
 237   Cocca, Anthony
 238   McDowell, W. Douglass; Randy Wolcott; Ernest Taylor; Winston Hickman
 243   Juliano, Thomas; William Juliano
 246   Silton, Fred


                                                INITIAL MASTER
                                                   SERVICING
 ID            INITIAL MASTER SERVICER             FEE RATE
----   --------------------------------------   --------------

   4   Wells Fargo Bank, National Association       0.03050%
   7   Wells Fargo Bank, National Association       0.03050%
  10   Wells Fargo Bank, National Association       0.03050%
  12   Wells Fargo Bank, National Association       0.03050%
12-a                                                0.03050%
12-b                                                0.03050%
12-c                                                0.03050%
  16   Wells Fargo Bank, National Association       0.03050%
  19   Wells Fargo Bank, National Association       0.03050%
  20   Wells Fargo Bank, National Association       0.03050%
  22   Wells Fargo Bank, National Association       0.03050%
  27   Wells Fargo Bank, National Association       0.03050%
  34   Wells Fargo Bank, National Association       0.03050%
  39   Wells Fargo Bank, National Association       0.03050%
  44   Wells Fargo Bank, National Association       0.03050%
  46   Wells Fargo Bank, National Association       0.03050%
  48   Wells Fargo Bank, National Association       0.03050%
  51   Wells Fargo Bank, National Association       0.03050%
  66   Wells Fargo Bank, National Association       0.03050%
  74   Wells Fargo Bank, National Association       0.03050%
  78   Wells Fargo Bank, National Association       0.03050%
  81   Wells Fargo Bank, National Association       0.03050%
  82   Wells Fargo Bank, National Association       0.03050%
  85   Wells Fargo Bank, National Association       0.03050%
  91   Wells Fargo Bank, National Association       0.03050%
  97   Wells Fargo Bank, National Association       0.03050%
  99   Wells Fargo Bank, National Association       0.03050%
 108   Wells Fargo Bank, National Association       0.03050%
 110   Wells Fargo Bank, National Association       0.03050%
 116   Wells Fargo Bank, National Association       0.03050%
 118   Wells Fargo Bank, National Association       0.03050%
 130   Wells Fargo Bank, National Association       0.03050%
 143   Wells Fargo Bank, National Association       0.03050%
 152   Wells Fargo Bank, National Association       0.03050%
 158   Wells Fargo Bank, National Association       0.03050%
 164   Wells Fargo Bank, National Association       0.03050%
 184   Wells Fargo Bank, National Association       0.03050%
 185   Wells Fargo Bank, National Association       0.03050%
 192   Wells Fargo Bank, National Association       0.03050%
 209   Wells Fargo Bank, National Association       0.03050%
 212   Wells Fargo Bank, National Association       0.03050%
 216   Wells Fargo Bank, National Association       0.03050%
 224   Wells Fargo Bank, National Association       0.03050%
 227   Wells Fargo Bank, National Association       0.03050%
 228   Wells Fargo Bank, National Association       0.03050%
 230   Wells Fargo Bank, National Association       0.03050%
 231   Wells Fargo Bank, National Association       0.03050%
 233   Wells Fargo Bank, National Association       0.03050%
 235   Wells Fargo Bank, National Association       0.03050%
 236   Wells Fargo Bank, National Association       0.03050%
 237   Wells Fargo Bank, National Association       0.03050%
 238   Wells Fargo Bank, National Association       0.03050%
 243   Wells Fargo Bank, National Association       0.03050%
 246   Wells Fargo Bank, National Association       0.03050%





                                  SCHEDULE I-F

                  SCHEDULE OF NATIONWIDE POOLED MORTGAGE LOANS


                                     S-I-F-1





                       CMSA PROPERTY
 ID    CMSA LOAN NO.        NO.           SELLER LOAN NUMBER     PROPERTY NAME                                     LOAN GROUP
----   -------------   -------------   -----------------------   -----------------------------------------------   ----------

  37         37            37-001             00-1101335         Drury Inn and Suites                                   1
  65         65            65-001             00-1101286         Northgate Plaza Retirement Apartments                  2
  71         71                               00-1101268         HB Newman Portfolio                                    1
71-a                       71-001            00-1101268B         1416 and 1417 Kelland Drive
71-b                       71-002            00-1101268A         5789 Arrowhead Drive
  90         90            90-001             00-1101261         Remington Industrial Center                            1
 112        112           112-001             00-1101284         Island House Retirement Apartments                     1
 120        120           120-001             00-1101201         Independent Printing Building                          1
 124        124           124-001             00-1101312         Gwynedd Office Park                                    1
 132        132           132-001      00-1101327 / 00-1101328   Lexington Place Phase I                                1
 147        147           147-001             00-1101290         The Comfort Inn & Suites Downtown - Little Rock        1
 151        151           151-001             00-1101177         Mission Square West                                    1
 153        153           153-001             00-1101292         Shoppes of Oviedo                                      1
 160        160           160-001             00-1101264         OfficeMax / Party America                              1
 163        163           163-001             00-1101319         Park Terrace Apartments                                2
 175        175           175-001             00-1101307         Best Buy                                               1
 182        182           182-001             00-1101271         Harrison Town Center                                   1
 187        187           187-001             00-1101285         Mountlake Terrace Plaza                                2


 ID    ADDRESS                                    CITY         STATE   ZIP CODE   ORIGINAL BALANCE   CUT-OFF DATE BALANCE
----   ---------------------------------   -----------------   -----   --------   ----------------   --------------------

  37   88 East Nationwide Boulevard        Columbus              OH      43215       13,000,000           13,000,000
  65   11030 Fifth Avenue NE               Seattle               WA      98125       10,025,000           10,025,000
  71   Various                             Various               VA     Various       9,650,000            9,625,259
71-a   1416 and 1417 Kelland Drive         Chesapeake            VA      23320        7,250,000            7,231,412
71-b   5789 Arrowhead Drive                Virginia Beach        VA      23462        2,400,000            2,393,847
  90   5959 S. Valley View Boulevard       Las Vegas             NV      89118        8,000,000            8,000,000
 112   7810 SE 30th Street                 Mercer Island         WA      98040        6,650,000            6,650,000
 120   1801 Lawrence Drive                 De Pere               WI      54115        6,350,000            6,350,000
 124   714, 716, and 768 Bethlehem Pike    Lower Gwynedd         PA      19002        6,100,000            6,100,000
 132   100 Old Cherokee Road               Lexington             SC      29072        5,725,000            5,725,000
 147   707 Interstate 30                   Little Rock           AR      72202        4,900,000            4,889,791
 151   1485 & 1495 Pine Ridge Road         Naples                FL      34109        4,680,000            4,675,464
 153   1012-1016 Lockwood Boulevard        Oviedo                FL      32765        4,570,000            4,570,000
 160   4679 and 4693 West College Avenue   Grand Chute           WI      54914        4,200,000            4,196,144
 163   1 Park Terrace Lane                 Fairview Heights      IL      62208        4,000,000            4,000,000
 175   7421 East Independence Boulevard    Charlotte             NC      28227        3,450,000            3,450,000
 182   606-616 Ring Road                   Harrison              OH      45030        3,200,000            3,196,952
 187   23303 58th Avenue West              Mountlake Terrace     WA      98043        3,125,000            3,125,000


       P&I MONTHLY DEBT   IO MONTHLY DEBT                   INTEREST ACCRUAL                    MATURITY DATE
 ID         SERVICE           SERVICE       MORTGAGE RATE         BASIS        ARD LOAN (Y/N)       OR ARD
----   ----------------   ---------------   -------------   ----------------   --------------   -------------

  37        77,608              NAP            5.96000%        Actual/360            No            12/01/16
  65          NAP              52,600          6.21000%        Actual/360            No            11/01/16
  71        64,256              NAP            6.35000%        Actual/360            No            10/01/16
71-a
71-b
  90        49,205             42,178          6.24000%        Actual/360            No            10/01/16
 112          NAP              34,892          6.21000%        Actual/360            No            11/01/16
 120        42,677             34,605          6.45000%        Actual/360            No            07/03/16
 124        36,259              NAP            5.92000%        Actual/360            No            12/01/16
 132        34,104             28,732          5.94000%        Actual/360            No            11/01/16
 147        36,016              NAP            6.32000%        Actual/360            No            11/01/16
 151        28,482              NAP            6.14000%        Actual/360            No            11/01/16
 153        28,198             24,210          6.27000%        Actual/360            No            11/01/16
 160        26,326              NAP            6.42000%        Actual/360            No            11/01/16
 163        23,598             19,771          5.85000%        Actual/360            No            11/01/16
 175        20,996             17,898          6.14000%        Actual/360            No            11/01/16
 182        19,661              NAP            6.23000%        Actual/360            No            11/01/16
 187          NAP              16,396          6.21000%        Actual/360            No            11/01/16


                                          STATED
                                      REMAINING TERM     ORIGINAL         REMAINING         CROSSED
       ORIGINAL TERM TO MATURITY OR   TO MATURITY OR   AMORTIZATION   AMORTIZATION TERM   WITH OTHER
 ID             ARD (MOS.)              ARD (MOS.)      TERM (MOS.)         (MOS.)           LOANS     CROSSED LOAN ID
----   ----------------------------   --------------   ------------   -----------------   ----------   ---------------

  37                120                     120             360              360
  65                120                     119               0                0
  71                120                     118             300              298
71-a
71-b
  90                120                     118             360              360
 112                120                     119               0                0
 120                120                     115             300              300
 124                120                     120             360              360
 132                120                     119             360              360
 147                120                     119             240              239
 151                120                     119             360              359
 153                120                     119             360              360
 160                120                     119             360              359
 163                120                     119             360              360
 175                120                     119             360              360
 182                120                     119             360              359
 187                120                     119               0                0


                                               OWNERSHIP                 ADMINISTRATIVE FEE
 ID    PREPAYMENT PROVISIONS (# OF PAYMENTS)    INTEREST   LOAN SELLER          RATE          DUE DATE
----   -------------------------------------   ---------   -----------   ------------------   --------

  37   LO(24)/Defeasance(92)/Open(4)           Leasehold   NLIC                0.10650%          1st
  65   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.08650%          1st
  71   LO(48)/GRTR1% or YM(68)/Open(4)            Fee      NLIC                0.09650%          1st
71-a                                              Fee      NLIC
71-b                                              Fee      NLIC
  90   LO(50)/GRTR1% or YM(66)/Open(4)            Fee      NLIC                0.09650%          1st
 112   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.08650%          1st
 120   LO(29)/Defeasance(87)/Open(4)              Fee      NLIC                0.10650%          3rd
 124   LO(24)/Defeasance(92)/Open(4)              Fee      NLIC                0.07650%          1st
 132   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.10650%          1st
 147   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.10650%          1st
 151   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.10650%          1st
 153   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.08650%          1st
 160   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.10650%          1st
 163   LO(23)/GRTR1% or YM(93)/Open(4)            Fee      NLIC                0.10650%          1st
 175   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.10650%          1st
 182   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.10650%          1st
 187   LO(25)/Defeasance(91)/Open(4)              Fee      NLIC                0.08650%          1st


 ID    GRACE PERIOD (PRIOR TO LATE FEES)        LETTER OF CREDIT   LETTER OF CREDIT DESCRIPTION
----   --------------------------------------   ----------------   ----------------------------

  37                                        0
  65                                        0
  71                                        0
71-a                                        0
71-b                                        0
  90                                        0
 112                                        0
 120                                        0
 124                                        0
 132                                        0
 147                                        0
 151                                        0
 153                                        0
 160                                        5
 163   0, 1st one each 12 month period waived
 175                                        0
 182                                        0
 187                                        0


                                                                                                            INITIAL MASTER
                                                                                                               SERVICING
 ID                           LOAN SPONSOR                                 INITIAL MASTER SERVICER             FEE RATE
----   ---------------------------------------------------------   --------------------------------------   --------------

  37   Drury Inns, Inc                                             Wells Fargo Bank, National Association       0.10550%
  65   Steven M. Friedman, Leon D. Grundstein, Robert B. Spitzer   Wells Fargo Bank, National Association       0.08550%
  71   Harry B. Newman, Sr.                                        Wells Fargo Bank, National Association       0.09550%
71-a                                                                                                            0.09550%
71-b                                                                                                            0.09550%
  90   Robert A. Dewey, J.R. Wetzel                                Wells Fargo Bank, National Association       0.09550%
 112   Steven M. Friedman, Leon D. Grundstein, Robert B. Spitzer   Wells Fargo Bank, National Association       0.08550%
 120   Robert Weyers, Jeffrey Weyers, Paul Klister, David Sturm    Wells Fargo Bank, National Association       0.10550%
 124   Anthony N. Brady                                            Wells Fargo Bank, National Association       0.07550%
 132   Marvin Feinstein                                            Wells Fargo Bank, National Association       0.10550%
 147   Christopher M. Whitt                                        Wells Fargo Bank, National Association       0.10550%
 151   William S. Reiling, Steven Hovland                          Wells Fargo Bank, National Association       0.10550%
 153   Alan C. Charron, Robert A. Kaplus                           Wells Fargo Bank, National Association       0.08550%
 160   Robert Weyers, Jeffrey Weyers, Paul Klister                 Wells Fargo Bank, National Association       0.10550%
 163   David J. Thiemann                                           Wells Fargo Bank, National Association       0.10550%
 175   Steven F. White, Paul Nusbaum                               Wells Fargo Bank, National Association       0.10550%
 182   Michael T. Brandy                                           Wells Fargo Bank, National Association       0.10550%
 187   Steven M. Friedman, Leon D. Grundstein, Robert B. Spitzer   Wells Fargo Bank, National Association       0.08550%





                                   SCHEDULE II

                SCHEDULE OF EXCEPTIONS TO MORTGAGE FILE DELIVERY
                    (UNDER SECTION 2.02(a) OF THIS AGREEMENT)

                           [There are no exceptions.]


                                     S-II-1




                                  SCHEDULE III

                      SCHEDULE OF DESIGNATED SUB-SERVICERS




   Control
   Number          Pooled                                                   Pooled          Cut-off Date
(Prospectus     Mortgage Loan                                              Mortgage           Principal
     ID)        Seller Number               Loan/Property Name            Loan Seller          Balance
------------    -------------   ----------------------------------------  -----------     ---------------

     37          00-1101335     Drury Inn & Suites                           NLIC           $13,000,000
     54            6106586      Clear Creek Business Center                  PMCF           $10,750,000

     58            6106746      Winco Anchorage                              PMCF           $10,471,665
     65          00-1101286     Northgate Plaza Retirement Apartments        NLIC           $10,025,000
     70            6106117      Twin Oaks Shopping Center                    PMCF            $9,750,000
     71          00-1101268     HB Newman Portfolio                          NLIC            $9,625,259
    71-a        00-1101268 A         5789 Arrowhead Drive                    NLIC            $7,231,412
    71-b        00-1101268 B         1416 and 1417 Kelland Drive             NLIC            $2,393,847
     87            6106694      Marvin Gardens                               PMCF            $8,150,000
     90          00-1101261     Remington Industrial                         NLIC            $8,000,000
     92            6106811      Marble Park                                  PMCF            $8,000,000
     102           6106891      Menlo Business Park                          PMCF            $7,375,000
     103           6106408      Venlo Place Apartments                       PMCF            $7,329,607
     105           6106810      Marble Park III                              PMCF            $7,250,000
     112         00-1101284     Island House Retirement Apartments           NLIC            $6,650,000
     114           6106729      Pointer Ridge Office Building                PMCF            $6,620,000
     120         00-1101201     Independent Printing                         NLIC            $6,350,000
     124         00-1101312     Gwynedd Office Park Apartments               NLIC            $6,000,000
     132        00-1101327/1328 Lexington Place Phase I Note A/B             NLIC            $5,725,000
     134           6106802      Arlington Plaza                              PMCF            $5,494,690
     123            46892       Westwood Dome                                BSCMI           $6,100,000
     138            47109       92 Blandin Avenue                            BSCMI           $5,200,000
     147         00-1101290     The Comfort Inn & Suites Downtown -          NLIC            $4,889,791
                                Little Rock
     151         00-1101177     Mission Square West                          NLIC            $4,675,464



                     Sub-
                  Servicing
   Control           Fee         Term.
   Number            Rate       Without
(Prospectus         (per         Cause
     ID)            annum)        Fee                   Sub-Servicer
------------      ----------  ----------   -------------------------------------------

     37             0.060%     None         Holiday Fenoglio Fowler
     54            0.0300%     None         Prudential Mortgage Capital Company LLC
                                            ("PMCC")(or a Person designated by PMCC)
     58            0.0500%     None         PMCC (or a Person designated by PMCC)
     65             0.040%     None         L.J. Melody
     70            0.0500%     None         PMCC (or a Person designated by PMCC)
     71             0.050%     None         Laureatte Capital
    71-a            0.050%     None         Laureatte Capital
    71-b            0.050%     None         Laureatte Capital
     87            0.0500%     None         PMCC (or a Person designated by PMCC)
     90             0.050%     None         Dwyer-Curlett
     92            0.0300%     None         PMCC (or a Person designated by PMCC)
     102           0.0500%     None         PMCC (or a Person designated by PMCC)
     103           0.0500%     None         PMCC (or a Person designated by PMCC)
     105           0.0300%     None         PMCC (or a Person designated by PMCC)
     112           0.040%      None         L.J. Melody
     114           0.0500%     None         PMCC (or a Person designated by PMCC)
     120           0.060%      None         Collateral Mortgage Capital
     124           0.030%      None         Wachovia Maher Partners
     132           0.060%      None         GMAC
     134           0.0500%     None         PMCC (or a Person designated by PMCC)
     123           0.0600%     None         Holliday Fenoglio Fowler, LP
     138           0.0400%     None         Goedecke & Co.
     147                       None         Holliday American Mortgage
                   0.060%
     151           0.060%      None         Laureatte Capital













   Control
   Number          Pooled                                                   Pooled          Cut-off Date
(Prospectus     Mortgage Loan                                              Mortgage           Principal
     ID)        Seller Number               Loan/Property Name            Loan Seller          Balance
------------    -------------   ----------------------------------------  -----------     ---------------

     153         00-1101292     Shoppes of Oviedo                            NLIC            $4,570,000
     159            48059       La Marina Shopping Center                    BSCMI           $4,250,000
     160         00-1101264     OfficeMax & Party America                    NLIC            $4,196,144
     163         00-1101319     Park Terrace Apartments                      NLIC            $4,000,000
     166            48060       Azle Shopping Center                         BSCMI           $3,800,000
     175         00-1101307     Best Buy                                     NLIC            $3,450,000
     182         00-1101271     Harrison Town Center                         NLIC            $3,196,952
     187         00-1101285     Mountlake Terrace Apartments                 NLIC            $3,125,000
     220           6106860      Cheyenne Office                              PMCF            $2,220,000
     221            48062       Adams Office Building                        BSCMI           $2,175,000
     222           6106775      Main Crossing Shopping Center                PMCF            $2,167,500



                 Sub-
              Servicing
   Control       Fee         Term.
   Number        Rate       Without
(Prospectus     (per         Cause
     ID)        annum)        Fee                   Sub-Servicer
------------  ----------  ----------   -------------------------------------------

     153         0.040%     None         L.J. Melody
     159         0.0400%    None         NorthMarq Capital
     160         0.060%     None         Collateral Mortgage Capital
     163         0.060%     None         Capmark
     166         0.0400%    None         NorthMarq Capital
     175         0.060%     None         Holiday Fenoglio Fowler
     182         0.060%     None         BlueMark Capital
     187         0.040%     None         L.J. Melody
     220         0.0500%    None         PMCC (or a Person designated by PMCC)
     221         0.0400%    None         NorthMarq Capital
     222         0.0500%    None         PMCC (or a Person designated by PMCC)
















                                   SCHEDULE IV

                                 REFERENCE RATES

DISTRIBUTION DATE(1)   REFERENCE RATE (%)
--------------------   ------------------
January 2007                5.876500
February 2007               5.876480
March 2007                  5.876670
April 2007                  6.071770
May 2007                    5.876420
June 2007                   6.071730
July 2007                   5.876390
August 2007                 6.071690
September 2007              6.071680
October 2007                5.876330
November 2007               6.071630
December 2007               5.876290
January 2008                6.071590
February 2008               5.876250
March 2008                  5.876310
April 2008                  6.071520
May  2008                   5.876180
June 2008                   6.071470
July 2008                   5.876140
August 2008                 6.071430
September 2008              6.071400
October 2008                5.876070
November 2008               6.071360
December 2008               5.876030
January 2009                5.876000
February 2009               5.875990
March 2009                  5.876310
April 2009                  6.071260
May 2009                    5.875950
June 2009                   6.071230
July 2009                   5.875930
August 2009                 6.071210
September 2009              6.071200
October 2009                5.875900
November 2009               6.071170
December 2009               5.875870
January 2010                5.875850
February 2010               5.875830
March 2010                  5.876230
April 2010                  6.071070
May 2010                    5.875770
June 2010                   6.071030
July 2010                   5.875740
August 2010                 6.070990
September 2010              6.070980
October 2010                5.875700
November 2010               6.070950
December 2010               5.875670
January 2011                5.875660
February 2011               5.875650
March 2011                  5.876090
April 2011                  6.070870
May 2011                    5.875600
June 2011                   6.070840
July 2011                   5.875580
August 2011                 6.069960
September 2011              6.069130
October 2011                5.873510
November 2011               6.067530
December 2011               5.873650
January 2012                6.083940
February 2012               5.888450
March 2012                  5.888650
April 2012                  6.083950
May 2012                    5.888470
June 2012                   6.083960
July 2012                   5.888480
August 2012                 6.083970
September 2012              6.083980
October 2012                5.888500
November 2012               6.083980
December 2012               5.888510
January 2013                5.888520
February 2013               5.888520
March 2013                  5.889170
April 2013                  6.084000
May 2013                    5.888540
June 2013                   6.084010
July 2013                   5.888550
August 2013                 6.082910
September 2013              6.071920
October 2013                5.876910
November 2013               6.071910
December 2013               5.876900

(1)  The reference rate set forth opposite each Distribution Date applies for
     the preceding Interest Accrual Period. For example, the rate set forth
     opposite the January 2007 Distribution Date applies for the December 2006
     Interest Accrual Period.


                                     S-IV-1



                                   SCHEDULE V

                       BORROWER THIRD-PARTY BENEFICIARIES
                              (UNDER SECTION 2.03)

     1. The Borrowers under the Group of Cross-Collateralized Mortgage Loans
secured by the Mortgaged Properties identified on the Pooled Mortgage Loan
Schedule as City Center West and Molina Building.


                                      S-V-1



                                   SCHEDULE VI
                      CLASS A-AB PLANNED PRINCIPAL BALANCES

                      CLASS A-AB PLANNED
DISTRIBUTION DATE   PRINCIPAL BALANCE ($)
-----------------   ---------------------
January 2007            125,050,000.00
February 2007           125,050,000.00
March 2007              125,050,000.00
April 2007              125,050,000.00
May 2007                125,050,000.00
June 2007               125,050,000.00
July 2007               125,050,000.00
August 2007             125,050,000.00
September 2007          125,050,000.00
October 2007            125,050,000.00
November 2007           125,050,000.00
December 2007           125,050,000.00
January 2008            125,050,000.00
February 2008           125,050,000.00
March 2008              125,050,000.00
April 2008              125,050,000.00
May 2008                125,050,000.00
June 2008               125,050,000.00
July 2008               125,050,000.00
August 2008             125,050,000.00
September 2008          125,050,000.00
October 2008            125,050,000.00
November 2008           125,050,000.00
December 2008           125,050,000.00
January 2009            125,050,000.00
February 2009           125,050,000.00
March 2009              125,050,000.00
April 2009              125,050,000.00
May 2009                125,050,000.00
June 2009               125,050,000.00
July 2009               125,050,000.00
August 2009             125,050,000.00
September 2009          125,050,000.00
October 2009            125,050,000.00
November 2009           125,050,000.00
December 2009           125,050,000.00
January 2010            125,050,000.00
February 2010           125,050,000.00
March 2010              125,050,000.00
April 2010              125,050,000.00
May 2010                125,050,000.00
June 2010               125,050,000.00
July 2010               125,050,000.00
August 2010             125,050,000.00
September 2010          125,050,000.00
October 2010            125,050,000.00
November 2010           125,050,000.00
December 2010           125,050,000.00
January 2011            125,050,000.00
February 2011           125,050,000.00
March 2011              125,050,000.00
April 2011              125,050,000.00
May 2011                125,050,000.00
June 2011               125,050,000.00
July 2011               125,050,000.00
August 2011             125,050,000.00
September 2011          125,050,000.00
October 2011            125,050,000.00
November 2011           125,050,000.00
December 2011           124,991,859.00
January 2012            123,064,000.00
February 2012           121,126,000.00
March 2012              118,675,000.00
April 2012              116,715,000.00
May 2012                114,494,000.00
June 2012               112,512,000.00
July 2012               110,270,000.00
August 2012             108,267,000.00
September 2012          106,254,000.00
October 2012            103,981,000.00
November 2012           101,945,000.00
December 2012            94,976,000.00
January 2013             92,924,000.00
February 2013            90,862,000.00
March 2013               88,049,000.00
April 2013               85,962,000.00
May 2013                 83,618,000.00
June 2013                81,509,000.00
July 2013                79,143,000.00
August 2013              77,010,000.00
September 2013           74,866,000.00
October 2013             72,550,000.00
November 2013            70,489,000.00
December 2013            68,105,000.00
January 2014             65,951,000.00
February 2014            63,786,000.00
March 2014               60,891,000.00
April 2014               58,700,000.00
May 2014                 56,259,000.00
June 2014                54,044,000.00
July 2014                51,580,000.00
August 2014              49,341,000.00
September 2014           47,091,000.00
October 2014             44,593,000.00
November 2014            42,318,000.00
December 2014            39,796,000.00
January 2015             37,497,000.00
February 2015            35,186,000.00
March 2015               32,159,000.00
April 2015               29,821,000.00
May 2015                 27,237,000.00
June 2015                24,873,000.00
July 2015                22,265,000.00
August 2015              19,876,000.00
September 2015           12,523,000.00
October 2015              9,889,000.00
November 2015             7,473,000.00
December 2015             4,831,000.00
January 2016              2,403,000.00
February 2016                     0.00


                                     S-VI-1



                                  SCHEDULE VII

                       CLOSING DATE DEPOSIT MORTGAGE LOANS
                    AND RELATED CLOSING DATE DEPOSIT AMOUNTS

                                     [None.]


                                     S-VII-1



                                  SCHEDULE VIII

         SERVICING CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE

          The assessment of compliance to be delivered shall address, at a
minimum, the criteria identified below as "Relevant Servicing Criteria",
provided that, for the avoidance of doubt this Schedule VIII shall not require
any assessment of any criterion to the extent that the assessment of such
criterion is not required under the terms of Regulation AB. In addition, this
Schedule VIII shall not be construed to impose on any Person any servicing duty
that is not otherwise imposed on such Person under the main body of the Pooling
and Servicing Agreement of which this Schedule VIII forms a part or to require
an assessment of a criterion that is not encompassed by the servicing duties of
the applicable party that are set forth in the main body of such Pooling and
Servicing Agreement.



                                      RELEVANT SERVICING CRITERIA                    APPLICABLE PARTY(IES)
--------------------------------------------------------------------------------   -------------------------
REFERENCE                                     CRITERIA
----------------   -------------------------------------------------------------

                                   GENERAL SERVICING CONSIDERATIONS

1122(d)(1)(i)      Policies and procedures are instituted to monitor any           Certificate Administrator
                   performance or other triggers and events of default in                Master Servicer
                   accordance with the transaction agreements.                          Special Servicer
                                                                                        Primary Servicer

1122(d)(1)(ii)     If any material servicing activities are outsourced to third    Certificate Administrator
                   parties, policies and procedures are instituted to monitor            Master Servicer
                   the third party's performance and compliance with such               Special Servicer
                   servicing activities.                                                Primary Servicer

1122(d)(1)(iii)    Any requirements in the transaction agreements to maintain a               N/A
                   back-up servicer for the mortgage loans are maintained.

1122(d)(1)(iv)     A fidelity bond and errors and omissions policy is in effect    Certificate Administrator
                   on the party participating in the servicing function                      Trustee
                   throughout the reporting period in the amount of coverage             Master Servicer
                   required by and otherwise in accordance with the terms of            Special Servicer
                   the transaction agreements.                                          Primary Servicer

                       CASH COLLECTION AND ADMINISTRATION

1122(d)(2)(i)      Payments on mortgage loans are deposited into the               Certificate Administrator
                   appropriate custodial bank accounts and related bank                  Master Servicer
                   clearing accounts no more than two business days following           Special Servicer
                   receipt, or such other number of days specified in the               Primary Servicer
                   transaction agreements.

1122(d)(2)(ii)     Disbursements made via wire transfer on behalf of an obligor    Certificate Administrator
                   or to an investor are made only by authorized personnel.

1122(d)(2)(iii)    Advances of funds or guarantees regarding collections, cash           Master Servicer
                   flows or distributions, and any interest or other fees               Special Servicer
                   charged for such advances, are made, reviewed and approved               Trustee
                   as specified in the transaction agreements.

1122(d)(2)(iv)     The related accounts for the transaction, such as cash          Certificate Administrator
                   reserve accounts or accounts established as a form of                  Master Servicer
                   overcollateralization, are separately maintained (e.g., with          Special Servicer
                   respect to commingling of cash) as set forth in the                   Primary Servicer
                   transaction agreements.



                                    S-VIII-1





                                      RELEVANT SERVICING CRITERIA                    APPLICABLE PARTY(IES)
--------------------------------------------------------------------------------   -------------------------
REFERENCE                                     CRITERIA
----------------   -------------------------------------------------------------

1122(d)(2)(v)      Each custodial account is maintained at a federally insured     Certificate Administrator
                   depository institution as set forth in the transaction                 Master Servicer
                   agreements. For purposes of this criterion, "federally                Special Servicer
                   insured depository institution" with respect to a foreign             Primary Servicer
                   financial institution means a foreign financial institution
                   that meets the requirements of Rule 13k-1(b)(1) of the
                   Securities Exchange Act.

1122(d)(2)(vi)     Unissued checks are safeguarded so as to prevent unauthorized        Master Servicer
                   access.                                                              Special Servicer
                                                                                   Certificate Administrator
                                                                                        Primary Servicer

1122(d)(2)(vii)    Reconciliations are prepared on a monthly basis for all         Certificate Administrator
                   asset-backed securities related bank accounts, including              Master Servicer
                   custodial accounts and related bank clearing accounts. These         Special Servicer
                   reconciliations (A) are mathematically accurate; (B) are             Primary Servicer
                   prepared within 30 calendar days after the bank statement
                   cutoff date, or such other number of days specified in the
                   transaction agreements; (C) are reviewed and approved by
                   someone other than the person who prepared the
                   reconciliation; and (D) contain explanations for reconciling
                   items. These reconciling items are resolved within 90
                   calendar days of their original identification, or such
                   other number of days specified in the transaction
                   agreements.

                       INVESTOR REMITTANCES AND REPORTING

1122(d)(3)(i)      Reports to investors, including those to be filed with the      Certificate Administrator
                   Commission, are maintained in accordance with the
                   transaction agreements and applicable Commission
                   requirements. Specifically, such reports (A) are prepared in
                   accordance with timeframes and other terms set forth in the
                   transaction agreements; (B) provide information calculated
                   in accordance with the terms specified in the transaction
                   agreements; (C) are filed with the Commission as required by
                   its rules and regulations; and (D) agree with investors' or
                   the trustee's records as to the total unpaid principal
                   balance and number of mortgage loans serviced by the
                   Servicer.

1122(d)(3)(ii)     Amounts due to investors are allocated and remitted in          Certificate Administrator
                   accordance with timeframes, distribution priority and other
                   terms set forth in the transaction agreements.

1122(d)(3)(iii)    Disbursements made to an investor are posted within two         Certificate Administrator
                   business days to the Servicer's investor records, or such
                   other number of days specified in the transaction
                   agreements.

1122(d)(3)(iv)     Amounts remitted to investors per the investor reports agree    Certificate Administrator
                   with cancelled checks, or other form of payment, or
                   custodial bank statements.

                            POOL ASSET ADMINISTRATION

1122(d)(4)(i)      Collateral or security on mortgage loans is maintained as               Trustee
                   required by the transaction agreements or related mortgage            Master Servicer
                   loan documents.                                                      Special Servicer
                                                                                        Primary Servicer

1122(d)(4)(ii)     Mortgage loan and related documents are safeguarded as                  Trustee
                   required by the transaction agreements.

1122(d)(4)(iii)    Any additions, removals or substitutions to the asset pool               Trustee
                   are made, reviewed and approved in accordance with any                Master Servicer
                   conditions or requirements in the transaction agreements.            Special Servicer
                                                                                        Primary Servicer



                                    S-VIII-2





                                      RELEVANT SERVICING CRITERIA                    APPLICABLE PARTY(IES)
--------------------------------------------------------------------------------   -------------------------
REFERENCE                                     CRITERIA
----------------   -------------------------------------------------------------

1122(d)(4)(iv)     Payments on mortgage loans, including any payoffs, made in            Master Servicer
                   accordance with the related mortgage loan documents are              Special Servicer
                   posted to the Servicer's obligor records maintained no more          Primary Servicer
                   than two business days after receipt, or such other number
                   of days specified in the transaction agreements, and
                   allocated to principal, interest or other items (e.g.,
                   escrow) in accordance with the related mortgage loan
                   documents.

1122(d)(4)(v)      The Servicer's records regarding the mortgage loans agree             Master Servicer
                   with the Servicer's records with respect to an obligor's             Primary Servicer
                   unpaid principal balance.

1122(d)(4)(vi)     Changes with respect to the terms or status of an obligor's           Master Servicer
                   mortgage loans (e.g., loan modifications or re-agings) are           Special Servicer
                   made, reviewed and approved by authorized personnel in               Primary Servicer
                   accordance with the transaction agreements and related pool
                   asset documents.

1122(d)(4)(vii)    Loss mitigation or recovery actions (e.g., forbearance                Master Servicer
                   plans, modifications and deeds in lieu of foreclosure,               Special Servicer
                   foreclosures and repossessions, as applicable) are
                   initiated, conducted and concluded in accordance with the
                   timeframes or other requirements established by the
                   transaction agreements.

1122(d)(4)(viii)   Records documenting collection efforts are maintained during          Master Servicer
                   the period a mortgage loan is delinquent in accordance with          Special Servicer
                   the transaction agreements. Such records are maintained on           Primary Servicer
                   at least a monthly basis, or such other period specified in
                   the transaction agreements, and describe the entity's
                   activities in monitoring delinquent mortgage loans
                   including, for example, phone calls, letters and payment
                   rescheduling plans in cases where delinquency is deemed
                   temporary (e.g., illness or unemployment).

1122(d)(4)(ix)     Adjustments to interest rates or rates of return for                  Master Servicer
                   mortgage loans with variable rates are computed based on the         Primary Servicer
                   related mortgage loan documents.

1122(d)(4)(x)      Regarding any funds held in trust for an obligor (such as             Master Servicer
                   escrow accounts): (A) such funds are analyzed, in accordance         Primary Servicer
                   with the obligor's mortgage loan documents, on at least an
                   annual basis, or such other period specified in the
                   transaction agreements; (B) interest on such funds is paid,
                   or credited, to obligors in accordance with applicable
                   mortgage loan documents and state laws; and (C) such funds
                   are returned to the obligor within 30 calendar days of full
                   repayment of the related mortgage loans, or such other
                   number of days specified in the transaction agreements.

1122(d)(4)(xi)     Payments made on behalf of an obligor (such as tax or                 Master Servicer
                   insurance payments) are made on or before the related                Primary Servicer
                   penalty or expiration dates, as indicated on the appropriate
                   bills or notices for such payments, provided that such
                   support has been received by the servicer at least 30
                   calendar days prior to these dates, or such other number of
                   days specified in the transaction agreements.

1122(d)(4)(xii)    Any late payment penalties in connection with any payment to          Master Servicer
                   be made on behalf of an obligor are paid from the servicer's         Primary Servicer
                   funds and not charged to the obligor, unless the late
                   payment was due to the obligor's error or omission.

1122(d)(4)(xiii)   Disbursements made on behalf of an obligor are posted within          Master Servicer
                   two business days to the obligor's records maintained by the         Primary Servicer
                   servicer, or such other number of days specified in the
                   transaction agreements.

                   Delinquencies, charge-offs and uncollectible accounts are             Master Servicer
                   recognized and recorded in accordance with the transaction           Primary Servicer
1122(d)(4)(xiv)    agreements.



                                    S-VIII-3





                                      RELEVANT SERVICING CRITERIA                    APPLICABLE PARTY(IES)
--------------------------------------------------------------------------------   -------------------------
REFERENCE                                     CRITERIA
----------------   -------------------------------------------------------------


1122(d)(4)(xv)     Any external enhancement or other support, identified in                   N/A
                   Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
                   is maintained as set forth in the transaction agreements.



                                    S-VIII-4



                                   SCHEDULE IX

                         ADDITIONAL FORM 10-D DISCLOSURE

The parties identified in the "Party Responsible" column are obligated pursuant
to Section 11.06 of the Pooling and Servicing Agreement to disclose to the
Depositor and the Certificate Administrator any information described in the
corresponding Form 10-D Item described in the "Item on Form 10-D" column to the
extent such party has knowledge (and in the case of financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in
connection with Item 6 below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Trustee,
each Master Servicer, each Primary Servicer and each Special Servicer (in its
capacity as such) shall be entitled to rely on the accuracy of the Prospectus
Supplement (other than information with respect to itself that is set forth in
or omitted from the Prospectus Supplement), in the absence of specific notice to
the contrary from the Depositor or a Pooled Mortgage Loan Seller. Each of the
Certificate Administrator, the Trustee, each Master Servicer, each Primary
Servicer and each Special Servicer (in its capacity as such) shall be entitled
to assume that there is no "significant obligor" other than a party or property
identified as such in the Prospectus Supplement and to assume that no other
party or property will constitute a "significant obligor" after the Cut-off
Date. In no event shall a Master Servicer, Primary Servicer or Special Servicer
be required to provide any information for inclusion in a Form 10-D that relates
to any Mortgage Loan for which such Master Servicer, Primary Servicer or Special
Servicer is not the applicable Master Servicer, Primary Servicer or Special
Servicer, as the case may be. For this Series 2006-PWR14 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, each Master
Servicer, each Primary Servicer and each Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning of Items
1114 or 1115 of Regulation AB.

--------------------------------------------------------------------------------
          ITEM ON FORM 10-D                         PARTY RESPONSIBLE
--------------------------------------------------------------------------------
Item 1A: Distribution and Pool          o    Certificate Administrator/Trustee
Performance Information:

     o    Item 1121(a)(13) of
          Regulation AB
--------------------------------------------------------------------------------
Item 1B: Distribution and Pool          o    Certificate Administrator/Trustee
Performance Information:
                                        o    Depositor
     o    Item 1121(a)(14) of
          Regulation AB
--------------------------------------------------------------------------------
Item 2: Legal Proceedings:              o    Each Master Servicer (as to itself)

     o    Item 1117 of Regulation AB    o    Each Special Servicer (as to
          (it being acknowledged that        itself)
          such Item 1117 requires
          disclosure only of            o    Certificate Administrator (as to
          proceedings described              itself)
          therein that are material
          to security holders)          o    Trustee (as to itself)
--------------------------------------------------------------------------------


                                     S-IX-1



--------------------------------------------------------------------------------
                                        o    Depositor (as to itself)

                                        o    Each Primary Servicer (as to
                                             itself)

                                        o    Any other Reporting Servicer (as to
                                             itself)

                                        o    Trustee/Certificate
                                             Administrator/Master
                                             Servicer/Depositor/Special Servicer
                                             as to the Trust (whichever of them
                                             is in principal control of the
                                             proceedings)

                                        o    Each Pooled Mortgage Loan Seller as
                                             sponsor (as defined in Regulation
                                             AB)

                                        o    Originators under Item 1110 of
                                             Regulation AB

                                        o    Party under Item 1100(d)(1) of
                                             Regulation AB
--------------------------------------------------------------------------------
Item 3: Sale of Securities and Use of   o    Depositor
Proceeds
--------------------------------------------------------------------------------
Item 4: Defaults Upon Senior            o    Certificate Administrator
Securities
                                        o    Trustee
--------------------------------------------------------------------------------
Item 5: Submission of Matters to a      o    Certificate Administrator
Vote of Security Holders
                                        o    Trustee
--------------------------------------------------------------------------------
Item 6: Significant Obligors of Pool    o    Each Master Servicer (as to
Assets:                                      Mortgage Loans for which it is the
                                             applicable Master Servicer and
     o    Item 1112(b) of Regulation         excluding information for which the
          AB provided, however, that         applicable Primary Servicer or the
          all of the following               applicable Special Servicer is the
          conditions shall apply:            "Party Responsible")

          (a) information shall be      o    Each Primary Servicer (as to
          required to be reported            Mortgage Loans for which it is the
          only with respect to a             applicable Primary Servicer)
          party or property (if any)
          identified as a               o    Each Special Servicer (as to REO
          "significant obligor" in           Properties for which it is the
          the Prospectus Supplement;         applicable Special Servicer)

          (b) the information to be
          reported shall consist of
          such quarterly and annual
          operating statements,
          budgets and rent rolls of
          the related Mortgaged
          Property or REO Property
          (as applicable), and
          quarterly and
--------------------------------------------------------------------------------


                                     S-IX-2



--------------------------------------------------------------------------------
          annual financial statements
          of the related Borrower
          (except in the case of an
          REO Property), received or
          prepared by the "Party
          Responsible" pursuant to
          its obligations under
          Section 3.12(b) of this
          Pooling and Servicing
          Agreement (or, if the
          "Party Responsible" is a
          Primary Servicer, pursuant
          to the similar obligations
          of such Primary Servicer
          under the related Primary
          Servicing Agreement); and

          (c) the information shall
          be reportable in the Form
          10-D that relates to the
          Distribution Date that
          immediately follows the
          Collection Period in which
          the information was
          received or prepared by the
          "Party Responsible" as
          described in clause (b)
          above.
--------------------------------------------------------------------------------
Item 7: Significant Enhancement         o    Depositor
Provider Information:

     o    Item 1114(b)(2) and Item
          1115(b) of Regulation AB
--------------------------------------------------------------------------------
Item 8: Other Information, but only     o    Certificate Administrator, Trustee,
to the extent of any information that        each Master Servicer, each Primary
meets all the following conditions:          Servicer and/or each Special
(a) such information constitutes             Servicer, in each case to the
"Additional Form 8-K Disclosure"             extent that such party is the
pursuant to Schedule XI, (b) such            "Party Responsible" with respect to
information is required to be                such information pursuant to
reported as "Additional Form 8-K             Schedule XI.
Disclosure" during the period to
which the Form 10-D relates, and (c)
such information was not previously
reported as "Additional Form 8-K
Disclosure".
--------------------------------------------------------------------------------
Item 9: Exhibits (no. 3):               o    Depositor

Articles of incorporation and by-laws
(Exhibit No. 3(i) and 3(ii) of Item
601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 9: Exhibits (no. 4):               o    Trustee

                                        o    Certificate Administrator
--------------------------------------------------------------------------------


                                     S-IX-3



--------------------------------------------------------------------------------
With respect to instruments defining    provided, in each case, that this shall
the rights of security holders          in no event be construed to make such
(Exhibit No. 4 of Item 601 of           party responsible for the initial filing
Regulation S-K)                         of this Pooling and Servicing Agreement
--------------------------------------------------------------------------------
Item 9: Exhibits (no. 10):              o    Certificate Administrator, Trustee,
                                             each Master Servicer, each Primary
Material contracts (Exhibit No. 10 of        Servicer and/or each Special
Item 601 of Regulation S-K)                  Servicer, in each case to the
                                             extent of any contract that
                                             satisfies all the following
                                             conditions: (a) such contract
                                             relates to the Trust or one or more
                                             Mortgage Loans or REO Mortgage
                                             Loans, and (b) such contract is a
                                             contract to which such party (or a
                                             subcontractor or vendor engaged by
                                             such party) is a party or that such
                                             party (or a subcontractor or vendor
                                             engaged by such party) has caused
                                             to have been executed on behalf of
                                             the Trust.
--------------------------------------------------------------------------------
Item 9: Exhibits (no. 22):              o    The applicable party that is the
                                             "Party Responsible" with respect to
Published Report Regarding Matters           Item 5 as set forth above.
Submitted to a Vote of Security
Holders (Exhibit No. 22 of Item 601
of Regulation S-K), but only if the
party that is the "Party Responsible"
with respect to Item 5 above elects
to publish a report containing the
information required by such Item 5
above and also elects to report the
information on Form 10-D by means of
filing the published report and
answering Item 5 by referencing the
published report.
--------------------------------------------------------------------------------
Item 9: Exhibits (no. 23):              o    Depositor

Consents of Experts and Counsel
(Exhibit No. 23(ii) of Item 601 of
Regulation S-K), where the filing of
a written consent is required with
respect to material (in the Form
10-D) that is incorporated by
reference in the Depositor's
registration statement.
--------------------------------------------------------------------------------
Item 9: Exhibits (no. 24)               o    Trustee

Power of Attorney (Exhibit No. 24 of
Item 601 of Regulation S-K), but only
if the name of any party signing the
Form 10-D, or the name of any officer
signing the Form 10-D on behalf of a
party, is signed pursuant to
--------------------------------------------------------------------------------


                                     S-IX-4



--------------------------------------------------------------------------------
a power of attorney.
--------------------------------------------------------------------------------
Item 9: Exhibits (no. 99)               o    Not Applicable.

Additional exhibits (Exhibit No. 99
of Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 9: Exhibits (no. 100)              o    Not Applicable.

XBRL-Related Documents (Exhibit No.
100 of Item 601 of Regulation S-K).
--------------------------------------------------------------------------------
Item 9: Exhibits (By Operation of       o    Certificate Administrator,
Item 8 Above), but only to the extent        Depositor and Trustee, in each case
of any document that meets all the           only to the extent that such party
following conditions: (a) such               is the "Party Responsible" for the
document constitutes "Additional Form        exhibit pursuant to Item 9(d) of
8-K Disclosure" pursuant to Item             Schedule X (it being acknowledged
9.01(d) of Schedule XI, (b) such             that none of the Master Servicers,
document is required to be reported          the Primary Servicers or the
as "Additional Form 8-K Disclosure"          Special Servicers constitutes a
during the period to which the Form          "Party Responsible" under Schedule
10-D relates, and (c) such document          XI with respect to any exhibits to
was not previously reported as               a Form 10-K)I.
"Additional Form 8-K Disclosure".
--------------------------------------------------------------------------------


                                     S-IX-5



                                   SCHEDULE X

                         ADDITIONAL FORM 10-K DISCLOSURE

The parties identified in the "Party Responsible" column are obligated pursuant
to Section 11.07 of the Pooling and Servicing Agreement to disclose to the
Depositor and the Certificate Administrator any information described in the
corresponding Form 10-K Item described in the "Item on Form 10-K" column to the
extent such party has knowledge (and in the case of financial statements, annual
operating statements, budgets and/or rent rolls required to be provided in
connection with 1112(b) below, possession) of such information (other than
information as to itself). Each of the Certificate Administrator, the Trustee,
each Master Servicer, each Primary Servicer and each Special Servicer (in its
capacity as such) shall be entitled to rely on the accuracy of the Prospectus
Supplement (other than information with respect to itself that is set forth in
or omitted from the Prospectus Supplement), in the absence of specific notice to
the contrary from the Depositor or a Pooled Mortgage Loan Seller. Each of the
Certificate Administrator, the Trustee, each Master Servicer, each Primary
Servicer and each Special Servicer (in its capacity as such) shall be entitled
to assume that there is no "significant obligor" other than a party or property
identified as such in the Prospectus Supplement and to assume that no other
party or property will constitute a "significant obligor" after the Cut-off
Date. In no event shall a Master Servicer, Primary Servicer or Special Servicer
be required to provide any information for inclusion in a Form 10-K that relates
to any Mortgage Loan for which such Master Servicer, Primary Servicer or Special
Servicer is not the applicable Master Servicer, Primary Servicer or Special
Servicer, as the case may be. For this Series 2006-PWR14 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, each Master
Servicer, each Primary Servicer and each Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning of Items
1114 or 1115 of Regulation AB.

--------------------------------------------------------------------------------
        ITEM ON FORM 10-K                          PARTY RESPONSIBLE
--------------------------------------------------------------------------------
Item 1B: Unresolved Staff Comments      o    Depositor
--------------------------------------------------------------------------------
Item 9B:  Other Information, but only   o    Certificate Administrator, Trustee,
to the extent of any information that        each Master Servicer, each Primary
meets all the following conditions:          Servicer and/or each Special
                                             Servicer, in each case to the
                                             extent that such party is the
                                             "Party Responsible" with respect to
                                             such information pursuant to
                                             Schedule XI.

     (a) such information constitutes
     "Additional Form 8-K Disclosure"
     pursuant to Schedule XI,

     (b) such information is required
     to be reported as "Additional
     Form 8-K Disclosure" during the
     period to which the Form 10-K
     relates, and

     (c) such information was not
--------------------------------------------------------------------------------


                                      S-X-1



--------------------------------------------------------------------------------
     previously reported as
     "Additional Form 8-K Disclosure"
     or as "Additional Form 10-D
     Disclosure"
--------------------------------------------------------------------------------
Item 15: Exhibits, Financial            SEE BELOW
Statement Schedules (SEE BELOW)
--------------------------------------------------------------------------------
Instruction J(2)(b) (Significant        o    The applicable Pooled Mortgage Loan
Obligors of Pool Assets) - Part 1 of         Seller.
3 Parts:

o    Item 1112(b) of Regulation AB,
     but only to the extent that (i)
     such information was required to
     have been set forth in the
     Prospectus Supplement, (ii) such
     information was not so set forth
     and (iii) the applicable Master
     Servicer or applicable Primary
     Servicer has not previously
     reported such information as
     "Additional Form 10-D
     Information".
--------------------------------------------------------------------------------
Instruction J(2)(b) (Significant        o    The Depositor
Obligors of Pool Assets) - Part 2 of
3 Parts:

     o    Item 1112(b) of Regulation
          AB, but only to the extent
          that (i) such information
          was set forth in the
          Prospectus Supplement and
          (ii) the applicable Master
          Servicer or applicable
          Primary Servicer has not
          previously reported such
          information or updated
          versions thereof as
          "Additional Form 10-D
          Information".
--------------------------------------------------------------------------------
Instruction J(2)(b) (Significant        o    Each Master Servicer (as to
Obligors of Pool Assets) - Part 3 of         Mortgage Loans for which it is the
3 Parts:                                     applicable Master Servicer and
                                             excluding information for which the
     o    Item 1112(b) of Regulation         applicable Primary Servicer or the
          AB; provided, however, that        applicable Special Servicer is the
          all of the following               "Party Responsible")
          conditions shall apply:
                                        o    Each Primary Servicer (as to
          (a) information shall be           Mortgage Loans for which it is the
          required to be reported            applicable Primary Servicer)
          only with respect to a
          party or property (if any)    o    Each Special Servicer (as to REO
          identified as a                    Properties for which it is the
          "significant obligor" in           applicable Special Servicer)
          the Prospectus Supplement;

          (b) the information to be
          reported
--------------------------------------------------------------------------------


                                     S-X-2



          shall consist of such
          quarterly and annual
          operating statements,
          budgets and rent rolls of
          the related Mortgaged
          Property or REO Property
          (as applicable), and
          quarterly and annual
          financial statements of the
          related Borrower (except in
          the case of an REO
          Property), received or
          prepared by the "Party
          Responsible" pursuant to
          its obligations under
          Section 3.12(b) of this
          Pooling and Servicing
          Agreement (or, if the
          "Party Responsible" is a
          Primary Servicer, pursuant
          to the similar obligations
          of such Primary Servicer
          under the related Primary
          Servicing Agreement); and

          (c) the information shall
          be reportable only to the
          extent that is has not
          previously been reported as
          "Additional Form 10-D
          Information".
--------------------------------------------------------------------------------
Instruction J(2)(c) (Significant
Enhancement Provider Information):

     o    Items 1114(b)(2) and          o    Depositor
          1115(b) of Regulation AB
                                        o    Trustee
--------------------------------------------------------------------------------
Instruction J(2)(d) (Legal              o    Each Master Servicer (as to itself)
Proceedings):
                                        o    Each Special Servicer (as to
     o    Item 1117 of Regulation AB         itself)
          (it being acknowledged that
          such Item 1117 requires       o    Certificate Administrator (as to
          disclosure only of                 itself)
          proceedings described
          therein that are material     o    Trustee (as to itself)
          to security holders)
                                        o    Depositor (as to itself)

                                        o    Primary Servicer (as to itself)

                                        o    Any other Reporting Servicer (as to
                                             itself)

                                        o    Trustee/Certificate
                                             Administrator/Master
                                             Servicer/Depositor/Special Servicer
                                             as to the Trust (whichever of them
                                             is in principal
--------------------------------------------------------------------------------


                                      S-X-3



--------------------------------------------------------------------------------
                                             control of the proceedings)

                                        o    Each Pooled Mortgage Loan Seller as
                                             sponsor (as defined in Regulation
                                             AB)

                                        o    Originators under Item 1110 of
                                             Regulation AB

                                        o    Party under Item 1100(d)(1) of
                                             Regulation AB
--------------------------------------------------------------------------------
Instruction J(2)(e) (Affiliations and   o    Each Master Servicer
Certain Relationships and Related
Transactions) - Part 1 of 2 Parts:      o    Each Special Servicer

     1119(a) of Regulation AB,          o    Certificate Administrator

     but only the existence and (if     o    Trustee
     existent) how there is (that is,
     the nature of) any affiliation     o    Each Primary Servicer
     between itself (that is, the
     particular "Party Responsible"),   o    Each party (other than a Pooled
     on the one hand, and any one or         Mortgage Loan Seller), if any, that
     more of the following, on the           is identified in the Prospectus
     other: (1) the Depositor, (2)           Supplement as an "originator" of
     any Pooled Mortgage Loan Seller,        one or more Pooled Mortgage Loans,
     (3) the Trust and (4) any other         if the Prospectus Supplement
     party listed under this item as         specifically states that the
     a "Party Responsible"; provided,        applicable Pooled Mortgage Loans
     however, that an affiliation            were 10% or more of the assets of
     need not be disclosed for               the Trust at the date of the
     purposes of the applicable Form         Prospectus Supplement (provided
     10-K if it was disclosed in the         that such a party shall no longer
     Prospectus Supplement or if it          constitute a "Party Responsible"
     was previously reported as              under this item from and after the
     "Additional Form 10-K                   date (if any) when the Depositor
     Disclosure".                            notifies the parties to this
                                             Agreement and the Primary Servicers
and                                          to the effect that such party no
                                             longer constitutes an originator of
     o    1119(b) of Regulation AB,          10% or more of the assets of the
                                             Trust).
     but only the existence and (if
     existent) the general character    o    Each party (other than a Pooled
     of any business relationship,           Mortgage Loan Seller), if any, that
     agreement, arrangement,                 is specifically identified as an
     transaction or understanding            "originator of 10% or more of the
     that is entered into outside the        assets of the Trust for purposes of
     ordinary course of business or          Regulation AB and the upcoming Form
     is on terms other than would be         10-K" in a written notice delivered
     obtained in an arm's length             to the parties to this Pooling and
     transaction with an unrelated           Servicing Agreement and to the
     third party (apart from the             Primary Servicers, which notice is
     Series 2006-PWR14 transaction)          delivered not later than February
     between itself (that is, the            15 of the year in which the Form
                                             10-K is due.

                                        o    Each party (if any) that is
                                             identified in the Prospectus
                                             Supplement as an "other material
                                             party to the securities or
                                             transaction" (or substantially
                                             similar phrasing); provided,
                                             however, that such a party shall no
                                             longer
--------------------------------------------------------------------------------


                                      S-X-4



--------------------------------------------------------------------------------
     particular "Party Responsible")         constitute a "Party Responsible"
     or any of its affiliates, on the        under this item from and after the
     one hand, and any one or more of        date (if any) when the Depositor
     the following, on the other: (1)        notifies the parties to this
     the Depositor, (2) any Pooled           Agreement and the Primary Servicers
     Mortgage Loan Seller, and (3)           to the effect that such party no
     the Trust; provided, however,           longer constitutes a material party
     that a relationship, agreement,         for purposes of Regulation AB.
     arrangement, transaction or
     understanding (A) must be          o    Each party (if any) that that is
     reported only if it then exists         specifically identified as an
     or existed within the two prior         "other material party to the
     years, (B) need not be reported         securities or transaction for
     if it is not material to an             purposes of Regulation AB and the
     investor's understanding of the         upcoming Form 10-K" (or
     Certificates and (C) need not be        substantially similar phrasing) in
     disclosed for purposes of the           a written notice delivered by the
     applicable Form 10-K if it was          Depositor to the parties to this
     disclosed in the Prospectus             Pooling and Servicing Agreement and
     Supplement or if it was                 to the Primary Servicers, which
     previously reported as                  notice is delivered not later than
     "Additional Form 10-K                   February 15 of the year in which
     Disclosure".                            the Form 10-K is due.

and

     o    1119(c) of Regulation AB,

     but only the existence and (if
     existent) a description
     (including the terms and
     approximate dollar amount) of
     any specific relationship
     involving or related to the
     Series 2006-PWR14 transaction or
     the Pooled Mortgage Loans
     between itself (that is, the
     particular "Party Responsible")
     or any of its affiliates, on the
     one hand, and any one or more of
     the following, on the other: (1)
     the Depositor, (2) any Pooled
     Mortgage Loan Seller, and (3)
     the Trust; provided, however,
     that a relationship (A) must be
     reported only if it then exists
     or existed within the two prior
     years, (B) need not be reported
     if it is not material to an
     investor's understanding of the
     Certificates and (C) need not be
     disclosed for purposes of the
     applicable Form 10-K if it was
     disclosed in the Prospectus
     Supplement or if it was
     previously reported as
     "Additional Form 10-K
     Disclosure".
--------------------------------------------------------------------------------
Instruction J(2)(e) (Affiliations and   o    The Depositor
Certain
--------------------------------------------------------------------------------


                                      S-X-5



--------------------------------------------------------------------------------
Relationships and Related               o    Each Pooled Mortgage Loan Seller
Transactions) - Part 2 of 2 Parts:

     1119(a) of Regulation AB,

     But only the existence and (if
     existent) how there is any
     affiliation between itself (that
     is, the particular "Party
     Responsible"), on the one hand,
     and any one or more of the
     parties listed under the
     preceding item as a "Party
     Responsible", on the other;
     provided, however, that an
     affiliation need not be
     disclosed for purposes of the
     applicable Form 10-K if it was
     disclosed in the Prospectus
     Supplement or if it was
     previously reported as
     "Additional Form 10-K
     Disclosure".

and

     o    1119(b) of Regulation AB,

     but only the existence and (if
     existent) the general character
     of any business relationship,
     agreement, arrangement,
     transaction or understanding
     that is entered into outside the
     ordinary course of business or
     is on terms other than would be
     obtained in an arm's length
     transaction with an unrelated
     third party (apart from the
     Series 2006-PWR14 transaction)
     between itself (that is, the
     particular "Party Responsible"),
     on the one hand, and any one or
     more of the parties listed under
     the preceding item as a "Party
     Responsible", on the other;
     provided, however, that a
     relationship, agreement,
     arrangement, transaction or
     understanding (A) must be
     reported only if it then exists
     or existed within the two prior
     years, (B) need not be reported
     if it is not material to an
     investor's understanding of the
     Certificates and (C) need not be
     disclosed for purposes of the
     applicable Form 10-K if it was
     disclosed
--------------------------------------------------------------------------------


                                      S-X-6



     in the Prospectus Supplement or
     if it was previously reported as
     "Additional Form 10-K
     Disclosure".

and

     o    1119(c) of Regulation AB,

     but only the existence and (if
     existent) a description
     (including the terms and
     approximate dollar amount) of
     any specific relationship
     involving or related to the
     Series 2006-PWR14 transaction or
     the Pooled Mortgage Loans
     between itself (that is, the
     particular "Party Responsible")
     or any of its affiliates, on the
     one hand, and any one or more of
     the parties listed under the
     preceding item as a "Party
     Responsible", on the other;
     provided, however, that a
     relationship (A) must be
     reported only if it then exists
     or existed within the two prior
     years, (B) need not be reported
     if it is not material to an
     investor's understanding of the
     Certificates and (C) need not be
     disclosed for purposes of the
     applicable Form 10-K if it was
     disclosed in the Prospectus
     Supplement or if it was
     previously reported as
     "Additional Form 10-K
     Disclosure".
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 2):              o    Depositor

Plan of acquisition, reorganization,
arrangement, liquidation or
succession (Exhibit No. 2 of Item 601
of Regulation S-K)
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 3):              o    Depositor

Articles of incorporation and by-laws
(Exhibit No. 3(i) and 3(ii) of Item
601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 4):              o    Trustee

With respect to instruments defining    o    Certificate Administrator
the rights of security holders
(Exhibit No. 4 of Item 601 of           provided, in each case, that this shall
Regulation S-K)                         in no
--------------------------------------------------------------------------------


                                     S-X-7



--------------------------------------------------------------------------------
                                        event be construed to make such party
                                        responsible for the initial filing of
                                        this Pooling and Servicing Agreement
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 10):             o    Certificate Administrator, Trustee,
                                             each Master Servicer, each Primary
Material contracts (Exhibit No. 10 of        Servicer and/or each Special
Item 601 of Regulation S-K)                  Servicer, in each case to the
                                             extent of any contract that
                                             satisfies all the following
                                             conditions: (a) such contract
                                             relates to the Trust or one or more
                                             Mortgage Loans or REO Mortgage
                                             Loans, and (b) such contract is a
                                             contract to which such party (or a
                                             subcontractor or vendor engaged by
                                             such party) is a party or that such
                                             party (or a subcontractor or vendor
                                             engaged by such party) has caused
                                             to have been executed on behalf of
                                             the Trust.
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 11):             o    Not Applicable

Statement regarding computation of
per share earnings (Exhibit No. 11 of
Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 12):             o    Not Applicable.

Statement regarding computation of
ratios (Exhibit No. 12 of Item 601 of
Regulation S-K)
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 13):             o    Not Applicable

Annual report to security holders,
Form 10-Q and Form 10-QSB, or
quarterly report to security holders
(Exhibit No. 13 of Item 601 of
Regulation S-K)
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 14):             o    Not Applicable.

Code of Ethics (Exhibit No. 14 of
Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 16):             o    Not Applicable

Letter re change in certifying
accountant (Exhibit No. 16 of Item
601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 18):             o    Not Applicable.

Letter re change in accounting
principles (Exhibit No. 18 of Item
601 of Regulation S-K)
--------------------------------------------------------------------------------


                                     S-X-8



--------------------------------------------------------------------------------
Item 15: Exhibits (no. 21):             o    Depositor.

Subsidiaries of registrant (Exhibit
No. 18 of Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 22):             o    Not applicable.

Published Report Regarding Matters
Submitted to a Vote of Security
Holders (Exhibit No. 22 of Item 601
of Regulation S-K).
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 23) - Part 1     o    Depositor
of 2 Parts:

Consents of Experts and Counsel
(Exhibit No. 23(ii) of Item 601 of
Regulation S-K), where (a) the filing
of a written consent is required with
respect to material (in the Form
10-D) that is incorporated by
reference in the Depositor's
registration statement and (b) the
consent is not the consent of a
registered public accounting firm in
connection with an attestation
delivered pursuant to Section 11.13
of this Pooling and Servicing
Agreement.
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 23) - Part 2     o    Each Master Servicer
of 2 Parts:
                                        o    Each Special Servicer
Consents of Experts and Counsel
(Exhibit No. 23(ii) of Item 601 of      o    Certificate Administrator
Regulation S-K), but the required
shall consist of a consent of the       o    Trustee
registered public accounting firm for
purposes of any attestation report      o    Depositor
rendered with respect to the
particular "Party Responsible"          o    Each Primary Servicer
pursuant to Section 11.13 of this
Pooling and Servicing Agreement.        o    Any other Servicing Function
                                             Participant

                                        provided, however, in each case, that
                                        such party shall have the duty to report
                                        or deliver, or cause the reporting or
                                        delivery, of such consent only to the
                                        extent that such party is required to
                                        deliver or cause the delivery of the
                                        related attestation report.
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 24)              o    Trustee

Power of Attorney (Exhibit No. 24 of
Item 601 of Regulation S-K), but only
if the name of any party signing the
Form 10-D, or the name of any officer
signing the Form 10-D on behalf of a
party, is signed pursuant to a power
of attorney.
--------------------------------------------------------------------------------


                                     S-X-9



--------------------------------------------------------------------------------
Item 15:  Exhibits (no. 31(i))          o    Not Applicable

Rule 13a-14(a)/15d-14(a)
Certifications (Exhibit No. 31(i) of
Item 601 of Regulation S-K).
--------------------------------------------------------------------------------
Item 15:  Exhibits (no. 31(ii))         o    Delivery of this exhibit
                                             (Sarbanes-Oxley certification and
Rule 13a-14(d)/15d-14(d)                     backup certifications) is governed
Certifications (Exhibit No. 31(ii) of        by Section 11.08 (and Section
Item 601 of Regulation S-K).                 11.07) of this Pooling and
                                             Servicing Agreement.
--------------------------------------------------------------------------------
Item 15:  Exhibits (no. 32)             o    Not Applicable.

Section 1350 Certifications (Exhibit
No. 32 of Item 601 of Regulation
S-K).
--------------------------------------------------------------------------------
Item 15:  Exhibits (no. 33)             o    Delivery of this exhibit (annual
                                             compliance assessment) is governed
Report on assessment of compliance           by Section 11.12 (and Section
with servicing criteria for                  11.07) of this Pooling and
asset-backed securities (Exhibit No.         Servicing Agreement.
33 of Item 601 of Regulation S-K).
--------------------------------------------------------------------------------
Item 15:  Exhibits (no. 34)             o    Delivery of this exhibit (annual
                                             accountants' attestation report) is
Attestation report on assessment of          governed by Section 11.13 (and
compliance with servicing criteria           Section 11.07) of this Pooling and
for asset-backed securities (Exhibit         Servicing Agreement.
No. 34 of Item 601 of Regulation
S-K).
--------------------------------------------------------------------------------
Item 15:  Exhibits (no. 35)             o    Delivery of this exhibit (annual
                                             servicer compliance statements) is
Servicer compliance statement                governed by Section 11.11 (and
(Exhibit No. 35 of Item 601 of               Section 11.07) of this Pooling and
Regulation S-K).                             Servicing Agreement.
--------------------------------------------------------------------------------
Item 15:  Exhibits (no. 99)             o    Not Applicable.

Additional exhibits (Exhibit No. 99
of Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 15:  Exhibits (no. 100)            o    Not Applicable.

XBRL-Related Documents (Exhibit No.
100 of Item 601 of Regulation S-K).
--------------------------------------------------------------------------------
Item 15: Exhibits (By Operation of      o    Certificate Administrator,
Item 9B Above), but only to the              Depositor and Trustee, in each case
extent of any document that meets all        only to the extent that such party
the following conditions: (a) such           is the "Party Responsible" for the
document constitutes "Additional Form        exhibit pursuant to Item 9(d) of
8-K Disclosure" pursuant to Item             Schedule XI (it being acknowledged
9.01(d) of Schedule XI, (b) such             that none of the Master Servicers,
document is required to be reported          the Primary Servicers or the
as "Additional Form 8-K Disclosure"          Special Servicers constitutes a
during the                                   "Party Responsible" under Schedule
                                             XI with
--------------------------------------------------------------------------------


                                     S-X-10



--------------------------------------------------------------------------------
period to which the Form                respect to any exhibits to a Form 10-K).
10-K relates, and (c) such document
was not previously reported as
"Additional Form 8-K Disclosure".
--------------------------------------------------------------------------------


                                     S-X-11



                                   SCHEDULE XI

                         FORM 8-K DISCLOSURE INFORMATION

The parties identified in the "Party Responsible" column are obligated pursuant
to Section 11.09 of the Pooling and Servicing Agreement to report to the
Depositor and the Certificate Administrator the occurrence of any event
described in the corresponding Form 8-K Item described in the "Item on Form 8-K"
column to the extent such party has knowledge of such information (other than
information as to itself). Each of the Certificate Administrator, the Trustee,
each Master Servicer, each Primary Servicer and each Special Servicer (in its
capacity as such) shall be entitled to rely on the accuracy of the Prospectus
Supplement (other than information with respect to itself that is set forth in
or omitted from the Prospectus Supplement), in the absence of specific notice to
the contrary from the Depositor or a Pooled Mortgage Loan Seller. Each of the
Certificate Administrator, the Trustee, each Master Servicer, each Primary
Servicer and each Special Servicer (in its capacity as such) shall be entitled
to assume that there is no "significant obligor" other than a party or property
identified as such in the Prospectus Supplement and to assume that no other
party or property will constitute a "significant obligor" after the Cut-off
Date. In no event shall a Master Servicer, Primary Servicer or Special Servicer
be required to provide any information for inclusion in a Form 8-K that relates
to any Mortgage Loan for which such Master Servicer, Primary Servicer or Special
Servicer is not the applicable Master Servicer, Primary Servicer or Special
Servicer, as the case may be. For this Series 2006-PWR14 Pooling and Servicing
Agreement, each of the Certificate Administrator, the Trustee, each Master
Servicer, each Primary Servicer and each Special Servicer (in its capacity as
such) shall be entitled to assume that there is no provider of credit
enhancement, liquidity or derivative instruments within the meaning of Items
1114 or 1115 of Regulation AB.

           ITEM ON FORM 8-K                         PARTY RESPONSIBLE
--------------------------------------------------------------------------------
Item 1.01: Entry into a Material        o    Depositor, except as described in
Definitive Agreement                         the next bullet (it being
                                             acknowledged that Item 601 of
                                             Regulation S-K requires filing of
                                             material contracts to which the
                                             registrant or a subsidiary thereof
                                             is a party).

                                        o    Certificate Administrator, Trustee,
                                             each Master Servicer, each Primary
                                             Servicer and/or each Special
                                             Servicer (it being acknowledged
                                             that Instruction 3 to Item 1.01 of
                                             Form 8-K requires disclosure
                                             regarding the entry into or an
                                             amendment of a definitive agreement
                                             that is material to the
                                             asset-backed securities
                                             transaction, even if the registrant
                                             is not a party to such agreement),
                                             in each case to the extent of any
--------------------------------------------------------------------------------


                                     S-X1-1



                                             amendment of a definitive agreement
                                             that is material to the
                                             asset-backed securities
                                             transaction, even if the registrant
                                             is not a party to such agreement),
                                             in each case to the extent of any
                                             amendment or definitive agreement
                                             that satisfies all the following
                                             conditions: (a) such amendment or
                                             definitive agreement relates to the
                                             Trust or one or more Mortgage Loans
                                             or REO Mortgage Loans, and (b) such
                                             amendment or definitive agreement
                                             is a amendment or definitive
                                             agreement to which such party (or a
                                             subcontractor or vendor engaged by
                                             such party) is a party or that such
                                             party (or a subcontractor or vendor
                                             engaged by such party) has caused
                                             to have been executed on behalf of
                                             the Trust; provided, however, that
                                             the Certificate Administrator shall
                                             be the "Party Responsible" in
                                             connection with any amendment to
                                             this Pooling and Servicing
                                             Agreement.
--------------------------------------------------------------------------------
Item 1.02: Termination of a Material    o    Certificate Administrator, Trustee,
Definitive Agreement- Part 1 of 2            each Master Servicer, each Primary
Parts                                        Servicer and/or each Special
                                             Servicer, in each case to the
                                             extent of any contract that
                                             satisfies all the following
                                             conditions: (a) such contract
                                             relates to the Trust or one or more
                                             Mortgage Loans or REO Mortgage
                                             Loans, and (b) such contract is a
                                             contract to which such party (or a
                                             subcontractor or vendor engaged by
                                             such party) is a party or that such
                                             party (or a subcontractor or vendor
                                             engaged by such party) has caused
                                             to have been executed on behalf of
                                             the Trust; provided, however, that
                                             the Certificate Administrator shall
                                             be the "Party Responsible" in
                                             connection with any amendment to
                                             this Pooling and Servicing
                                             Agreement.
--------------------------------------------------------------------------------
Item 1.02: Termination of a Material    o    Depositor, to the extent of any
Definitive Agreement- Part 2 of 2            material agreement not covered in
Parts                                        the prior item
--------------------------------------------------------------------------------
Item 1.03: Bankruptcy or Receivership   o    Depositor
--------------------------------------------------------------------------------
Item 2.04: Triggering Events that       o    Trustee
Accelerate


                                     S-X1-2



or Increase a Direct Financial
Obligation or an Obligation under an
Off-Balance Sheet Arrangement
--------------------------------------------------------------------------------
Item 3.03: Material Modification to     o    Certificate Administrator
Rights of Security Holders
                                        o    Trustee
--------------------------------------------------------------------------------
Item 5.03: Amendments of Articles of    o    Depositor
Incorporation or Bylaws; Change of
Fiscal Year
--------------------------------------------------------------------------------
Item 6.01: ABS Informational and        o    Depositor
Computational Material
--------------------------------------------------------------------------------
Item 6.02 (Part 1 of 3 Parts): Change   o    Trustee
of Servicer or Trustee, but only to
the extent related to a change in       o    Depositor
trustee
--------------------------------------------------------------------------------
Item 6.02 (Part 2 of 3 Parts): Change   o    Certificate Administrator
of Servicer or Trustee, but only to
the extent related to a change in       o    The applicable Master Servicer, the
Master Servicer, Special Servicer or         applicable Special Servicer or the
Primary Servicer                             applicable Primary Servicer, as the
                                             case may be (in each case, as to
                                             itself)
--------------------------------------------------------------------------------
Item 6.02 (Part 3 of 3 Parts): Change   o    Each Master Servicer
of Servicer or Trustee, but only to
the extent related to a servicer        o    Each Special Servicer
(other than a party to the Pooling
and Servicing Agreement or to a         o    Each Primary Servicer
Primary Servicing Agreement)
appointed by the particular "Party      o    Certificate Administrator
Responsible".
                                        o    Trustee

                                        o    Depositor
--------------------------------------------------------------------------------
Item 6.03: Change in Credit             o    Depositor
Enhancement or External Support
                                        o    Certificate Administrator
--------------------------------------------------------------------------------
Item 6.04: Failure to Make a Required   o    Certificate Administrator
Distribution
--------------------------------------------------------------------------------
Item 6.05: Securities Act Updating      o    Depositor
Disclosure
--------------------------------------------------------------------------------
Item 7.01: Regulation FD Disclosure     o    Depositor
--------------------------------------------------------------------------------
Item 8.01: Other Events                 o    Depositor
--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 1):         o    Not applicable

Underwriting agreement (Exhibit No. 1
of Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 2):         o    Depositor

Plan of acquisition, reorganization,
arrangement, liquidation or
succession (Exhibit No. 2 of Item 601
of Regulation S-K)
--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 3):         o    Depositor

Articles of incorporation and by-laws
(Exhibit No. 3(i) and 3(ii) of Item
601 of


                                     S-XI-3



Regulation S-K)
--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 4):         o    Trustee

                                        o    Certificate Administrator

With respect to instruments defining         provided, in each case, that this
the rights of security holders               shall in no event be construed to
(Exhibit No. 4 of Item 601 of                make such party responsible for the
Regulation S-K)                              initial filing of this Pooling and
                                             Servicing Agreement
--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 7):         o    Not Applicable

Correspondence from an independent
accountant regarding non-reliance on
a previously issued audit report or
completed interim review. (Exhibit
No. 7 of Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 14):        o    Not Applicable

Code of Ethics (Exhibit No. 14 of
Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 16):        o    Not Applicable

Letter re change in certifying
accountant (Exhibit No. 16 of Item
601 of Regulation S-K)

--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 17):        o    Not Applicable

Correspondence on departure of
director (Exhibit No. 17 of Item 601
of Regulation S-K)
--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 20):        o    Not Applicable.

Other documents or statements to
security holders (Exhibit No. 20 of
Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 23):        o    Depositor

Consents of Experts and Counsel
(Exhibit No. 23(ii) of Item 601 of
Regulation S-K), where the filing of
a written consent is required with
respect to material (in the Form
10-D) that is incorporated by
reference in the Depositor's
registration statement.

--------------------------------------------------------------------------------
Item 9.01(d): Exhibits (no. 24)         o    Trustee

Power of Attorney (Exhibit No. 24 of
Item 601 of Regulation S-K), but only
if the name


                                     S-XI-4



of any party signing the Form 10-D,
or the name of any officer signing
the Form 10-D on behalf of a party,
is signed pursuant to a power of
attorney.

--------------------------------------------------------------------------------
Item 15: Exhibits (no. 99)              o    Not Applicable.

Additional exhibits (Exhibit No. 99
of Item 601 of Regulation S-K)
--------------------------------------------------------------------------------
Item 15: Exhibits (no. 100)             o    Not Applicable.

XBRL-Related Documents (Exhibit No.
100 of Item 601 of Regulation S-K).


                                     S-XI-5