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

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.,
                                  as Depositor,

                        PRUDENTIAL ASSET RESOURCES, INC.,
                              as a Master Servicer,

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

                             ARCAP SERVICING, INC.,
                              as Special Servicer,

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

                       LASALLE BANK NATIONAL ASSOCIATION,
                                   as Trustee,

                                       and

                               ABN AMRO BANK N.V.,
                                 as Fiscal Agent

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

                         POOLING AND SERVICING AGREEMENT

                            Dated as of March 1, 2005

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

                                 $1,124,565,652
                 Aggregate Initial Certificate Principal Balance

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

                  Commercial Mortgage Pass-Through Certificates
                                Series 2005-PWR7

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





                                                       TABLE OF CONTENTS

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



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

                                                           ARTICLE I

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

      SECTION 1.01.        Defined Terms....................................................................................8
      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..........................................................78

                                                          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.............................................................79
      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.................................................89
      SECTION 2.05.        Representations and Warranties of PAR as a Master Servicer......................................90
      SECTION 2.06.        Representations and Warranties of WFB as a Master Servicer......................................92
      SECTION 2.07.        Representations and Warranties of the Special Servicer..........................................93
      SECTION 2.08.        [Reserved]......................................................................................94
      SECTION 2.09.        Representations and Warranties of the Certificate Administrator.................................94
      SECTION 2.10.        Representations and Warranties of the Tax Administrator.........................................95
      SECTION 2.11.        Representations, Warranties and Covenants of the Trustee........................................96
      SECTION 2.12.        Representations and Warranties of the Fiscal Agent..............................................98
      SECTION 2.13.        Creation of REMIC I; Issuance of the REMIC I Regular Interests and the REMIC I Residual
                           Interest; Certain Matters Involving REMIC I.....................................................99
      SECTION 2.14.        Conveyance of the REMIC I Regular Interests; Acceptance of the REMIC I Regular Interests
                           by Trustee.....................................................................................101
      SECTION 2.15.        Creation of REMIC II; Issuance of the REMIC II Regular Interests and the REMIC II Residual
                           Interest; Certain Matters Involving REMIC II...................................................101
      SECTION 2.16.        Conveyance of the REMIC II Regular Interests; Acceptance of the REMIC II Regular Interests
                           by Trustee.....................................................................................102
      SECTION 2.17.        Creation of REMIC III; Issuance of the Regular Interest Certificates, the REMIC III
                           Components and the REMIC III Residual Interest; Certain Matters Involving REMIC III............103
      SECTION 2.18.        Acceptance of Grantor Trusts; Issuance of the Class V and Class R Certificates.................105


                                                             -i-




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

                                                          ARTICLE III

                                        ADMINISTRATION AND SERVICING OF THE TRUST FUND

      SECTION 3.01.        General Provisions.............................................................................107
      SECTION 3.02.        Collection of Mortgage Loan Payments...........................................................110
      SECTION 3.03.        Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts.......112
      SECTION 3.04.        Collection Accounts, Distribution Account, Interest Reserve Account, Excess Liquidation
                           Proceeds Account, Companion Note Custodial Accounts and Subordinate Note Custodial
                           Accounts.......................................................................................115
      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...........................................122
      SECTION 3.06.        Investment of Funds in the Accounts............................................................135
      SECTION 3.07.        Maintenance of Insurance Policies; Errors and Omissions and Fidelity Coverage..................137
      SECTION 3.08.        Enforcement of Alienation Clauses..............................................................141
      SECTION 3.09.        Realization Upon Defaulted Serviced Mortgage Loans.............................................144
      SECTION 3.10.        Trustee to Cooperate; Release of Mortgage Files................................................147
      SECTION 3.11.        Master Servicing and Special Servicing Compensation; Interest on and Reimbursement of
                           Servicing Advances; Payment of Certain Expenses; Obligations of the Trustee and the Fiscal
                           Agent Regarding Back-up Servicing Advances.....................................................149
      SECTION 3.12.        Property Inspections; Collection of Financial Statements.......................................155
      SECTION 3.13.        Annual Statement as to Compliance..............................................................157
      SECTION 3.14.        Reports by Independent Public Accountants......................................................157
      SECTION 3.15.        Access to Information..........................................................................158
      SECTION 3.16.        Title to Administered REO Property; REO Account................................................159
      SECTION 3.17.        Management of Administered REO Property........................................................160
      SECTION 3.18.        Fair Value Option; Sale of Administered REO Properties; Sale of Non-Trust- Serviced Pooled
                           Mortgage Loans.................................................................................163
      SECTION 3.19.        Additional Obligations of Master Servicers and Special Servicer................................168
      SECTION 3.20.        Modifications, Waivers, Amendments and Consents................................................171
      SECTION 3.21.        Transfer of Servicing Between Applicable Master Servicer and Special Servicer; Record
                           Keeping........................................................................................176
      SECTION 3.22.        Sub-Servicing Agreements and the Primary Servicing Agreement...................................177
      SECTION 3.23.        Controlling Class Representative...............................................................181
      SECTION 3.24.        Certain Rights and Powers of the Controlling Class Representative..............................182
      SECTION 3.25.        Certain Matters Regarding the Holder of the Marquis Apartments Non-Pooled Mortgage Loan........186
      SECTION 3.26.        Certain Matters Regarding the Holder of the Plaza La Cienega Non-Pooled Mortgage Loan..........186
      SECTION 3.27.        Certain Matters Regarding the Holder of the Garden State Pavilion Non-Pooled Mortgage Loan.....188
      SECTION 3.28.        Replacement of Special Servicer................................................................188
      SECTION 3.29.        Application of Default Charges.................................................................190

                                                          ARTICLE IV

                                                PAYMENTS TO CERTIFICATEHOLDERS

      SECTION 4.01.        Distributions..................................................................................193
      SECTION 4.02.        Certificate Administrator Reports; Servicer Reporting..........................................203
      SECTION 4.03.        P&I Advances...................................................................................212
      SECTION 4.04.        Allocation of Realized Losses and Additional Trust Fund Expenses...............................215
      SECTION 4.05.        Calculations...................................................................................217



                                                             -ii-




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

                                                           ARTICLE V

                                                       THE CERTIFICATES

      SECTION 5.01.        The Certificates...............................................................................218
      SECTION 5.02.        Registration of Transfer and Exchange of Certificates..........................................218
      SECTION 5.03.        Book-Entry Certificates........................................................................224
      SECTION 5.04.        Mutilated, Destroyed, Lost or Stolen Certificates..............................................226
      SECTION 5.05.        Persons Deemed Owners..........................................................................226
      SECTION 5.06.        Certification by Certificate Owners............................................................226
      SECTION 5.07.        Appointment of Authenticating Agents...........................................................226

                                                          ARTICLE VI

                                 THE DEPOSITOR, THE MASTER SERVICERS AND THE SPECIAL SERVICER

      SECTION 6.01.        Liability of the Depositor, the Master Servicers and the Special Servicer......................228
      SECTION 6.02.        Merger, Consolidation or Conversion of the Depositor, a Master Servicer or the Special
                           Servicer.......................................................................................228
      SECTION 6.03.        Limitation on Liability of the Depositor, the Master Servicers and the Special Servicer........228
      SECTION 6.04.        Resignation of the Master Servicers and the Special Servicer...................................230
      SECTION 6.05.        Rights of the Depositor and the Trustee in Respect of the Master Servicers and the Special
                           Servicer.......................................................................................231
      SECTION 6.06.        Master Servicers and Special Servicer May Own Certificates.....................................231

                                                          ARTICLE VII

                                                            DEFAULT

      SECTION 7.01.        Events of Default..............................................................................233
      SECTION 7.02.        Trustee to Act; Appointment of Successor.......................................................237
      SECTION 7.03.        Notification to Certificateholders.............................................................238
      SECTION 7.04.        Waiver of Events of Default....................................................................238
      SECTION 7.05.        Additional Remedies of Trustee Upon Event of Default...........................................238

                                                         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..240
      SECTION 8.02.        Certain Matters Affecting the Trustee, the Certificate Administrator and the Tax Administrator.241
      SECTION 8.03.        The Trustee, the Fiscal Agent, the Certificate Administrator and the Tax Administrator not
                           Liable for Validity or Sufficiency of Certificates or Mortgage Loans...........................243
      SECTION 8.04.        The Trustee, the Fiscal Agent, the Certificate Administrator and the Tax Administrator
                           May Own Certificates...........................................................................243
      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, the Tax Administrator
                           and the Fiscal Agent...........................................................................244
      SECTION 8.06.        Eligibility Requirements for the Trustee, the Certificate Administrator and the
                           Tax Administrator..............................................................................245


                                                            -iii-




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

      SECTION 8.07.        Resignation and Removal of the Trustee, the Certificate Administrator and the
                           Tax Administrator..............................................................................246
      SECTION 8.08.        Successor Trustee, Certificate Administrator and Tax Administrator.............................248
      SECTION 8.09.        Merger or Consolidation of the Trustee, the Certificate Administrator or the Tax Administrator.248
      SECTION 8.10.        Appointment of Co-Trustee or Separate Trustee..................................................248
      SECTION 8.11.        Appointment of Custodians......................................................................249
      SECTION 8.12.        Access to Certain Information..................................................................249
      SECTION 8.13.        Appointment of Fiscal Agent....................................................................251
      SECTION 8.14.        Advance Security Arrangement...................................................................252
      SECTION 8.15.        Exchange Act Reporting.........................................................................252

                                                          ARTICLE IX

                                                          TERMINATION

      SECTION 9.01.        Termination Upon Repurchase or Liquidation of All Pooled Mortgage Loans........................255
      SECTION 9.02.        Additional Termination Requirements............................................................257

                                                           ARTICLE X

                                                   ADDITIONAL TAX PROVISIONS

      SECTION 10.01.       Tax Administration.............................................................................259
      SECTION 10.02.       The Depositor, the Master Servicers, the Special Servicer and the Fiscal Agent to Cooperate
                           with the Tax Administrator.....................................................................262

                                                          ARTICLE XI

                                                   MISCELLANEOUS PROVISIONS

      SECTION 11.01.       Amendment......................................................................................263
      SECTION 11.02.       Recordation of Agreement; Counterparts.........................................................265
      SECTION 11.03.       Limitation on Rights of Certificateholders.....................................................265
      SECTION 11.04.       Governing Law..................................................................................265
      SECTION 11.05.       Notices........................................................................................266
      SECTION 11.06.       Severability of Provisions.....................................................................266
      SECTION 11.07.       Successors and Assigns; Beneficiaries..........................................................267
      SECTION 11.08.       Article and Section Headings...................................................................267
      SECTION 11.09.       Notices to and from the Rating Agencies and the Depositor......................................267
      SECTION 11.10.       Notices to Controlling Class Representative....................................................268
      SECTION 11.11.       Complete Agreement.............................................................................268


                                                             -iv-




                                         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        Form of 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 E-7      Form of Monthly Additional Report on Recoveries and Reimbursements
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        [Reserved]
EXHIBIT N        Form of Final Certification of Trustee
EXHIBIT O        Form of Defeasance Certification
EXHIBIT P        Copy of 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 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




                                      -vi-


     This Pooling and Servicing Agreement (this "Agreement"), is dated and
effective as of March 1, 2005, among BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES
INC., as Depositor, PRUDENTIAL ASSET RESOURCES, INC., as a Master Servicer,
WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Master Servicer, ARCAP SERVICING,
INC., as Special Servicer, WELLS FARGO BANK, NATIONAL ASSOCIATION, as
Certificate Administrator and as Tax Administrator, LASALLE BANK NATIONAL
ASSOCIATION, as Trustee, and ABN AMRO BANK N.V., as Fiscal Agent.

                             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)         $          9,777,000
             A-1-2             Variable (1)         $         51,273,000
             A-1-3             Variable (1)         $         16,950,000
             A-2-1             Variable (1)         $         37,215,000
             A-2-2             Variable (1)         $         52,485,000
             A-2-3             Variable (1)         $         52,170,000
             A-2-4             Variable (1)         $         26,538,000
             A-2-5             Variable (1)         $         19,592,000
            A-AB-1             Variable (1)         $          1,770,000
            A-AB-2             Variable (1)         $         20,089,000
            A-AB-3             Variable (1)         $         84,141,000
             A-3-1             Variable (1)         $         70,263,000
             A-3-2             Variable (1)         $         33,900,000
             A-3-3             Variable (1)         $        423,489,000
              A-J              Variable (1)         $         85,748,000
              B-1              Variable (1)         $         10,635,000
              B-2              Variable (1)         $         12,044,000
              B-3              Variable (1)         $         11,058,000
              C-1              Variable (1)         $          3,380,000
              C-2              Variable (1)         $          5,054,000
              D-1              Variable (1)         $          1,455,000
              D-2              Variable (1)         $         14,008,000
               E               Variable (1)         $         11,246,000
              F-1              Variable (1)         $          5,026,000
              F-2              Variable (1)         $          6,219,000
               G               Variable (1)         $          9,840,000
              H-1              Variable (1)         $          7,082,000
              H-2              Variable (1)         $          5,570,000
               J               Variable (1)         $          4,217,000
               K               Variable (1)         $          4,217,000
               L               Variable (1)         $          5,623,000
               M               Variable (1)         $          4,217,000
               N               Variable (1)         $          1,406,000
               P               Variable (1)         $          2,811,000
               Q               Variable (1)         $         14,057,652
--------------------

(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".

     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.


                                      -2-


     Class Designations of the Regular Interest Certificates
     -------------------------------------------------------

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

            Class                                        Initial Class
         Designation         Pass-Through Rate         Principal Balance
         -----------         -----------------         -----------------
          Class A-1           4.386% per annum       $         78,000,000
          Class A-2           4.945% per annum       $        188,000,000
          Class A-AB          4.980% per annum       $        106,000,000
          Class A-3             Variable (1)         $        527,652,000
          Class A-J             Variable (1)         $         85,748,000
           Class B              Variable (1)         $         33,737,000
           Class C              Variable (1)         $          8,434,000
           Class D              Variable (1)         $         15,463,000
           Class E              Variable (2)         $         11,246,000
           Class F              Variable (2)         $         11,245,000
           Class G              Variable (2)         $          9,840,000
           Class H              Variable (2)         $         12,652,000
           Class J              Variable (1)         $          4,217,000
           Class K              Variable (1)         $          4,217,000
           Class L              Variable (1)         $          5,623,000
           Class M              Variable (1)         $          4,217,000
           Class N              Variable (1)         $          1,406,000
           Class P              Variable (1)         $          2,811,000
           Class Q              Variable (1)         $         14,057,652
          Class X-1             Variable (2)                   (3)
          Class X-2             Variable (2)                   (4)

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

(1)  The respective Pass-Through Rates for the Class A-3, Class A-J, Class B,
     Class C, Class D, Class J, Class K, Class L, Class M, Class N, Class P and
     Class Q 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 5.116%,
     5.172%, 5.214%, 5.235%, 5.304%, 4.963%, 4.963%, 4.963%, 4.963%, 4.963%,
     4.963% and 4.963%, 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 E,
     Class F, Class G 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 aggregate of the Component Notional Amounts of such Class' REMIC III
     Components 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. As more
     specifically provided herein, the Class X-2 Certificates will have a Class
     Notional Amount that from time to time will be equal to the aggregate of
     the Component Notional Amounts of one or more of such Class' REMIC III
     Components 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 from time to time on the respective
     Component Notional Amounts of one or more of such Class' REMIC III
     Components.

                                      -3-


     Designations of the REMIC III Components
     ----------------------------------------

     The REMIC III Components of the Class X-1 Certificates are hereby
irrevocably assigned the alphanumeric designation set forth 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 Interests".

     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 and the REMIC III Component of the Class X-2 Certificates for
which such REMIC II Regular Interest constitutes a Corresponding REMIC II
Regular Interest:


                                      -4-




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

     A-1-1                A-1                X1-A-1-1          Not Applicable       Not Applicable
     A-1-2                A-1                X1-A-1-2             X2-A-1-2            March 2006
     A-1-3                A-1                X1-A-1-3             X2-A-1-3            March 2007
     A-2-1                A-2                X1-A-2-1             X2-A-2-1            March 2007
     A-2-2                A-2                X1-A-2-2             X2-A-2-2            March 2008
     A-2-3                A-2                X1-A-2-3             X2-A-2-3            March 2009
     A-2-4                A-2                X1-A-2-4             X2-A-2-4            March 2010
     A-2-5                A-2                X1-A-2-5             X2-A-2-5            March 2011
     A-AB-1               A-AB               X1-A-AB-1            X2-A-AB-1           March 2009
     A-AB-2               A-AB               X1-A-AB-2            X2-A-AB-2           March 2010
     A-AB-3               A-AB               X1-A-AB-3            X2-A-AB-3           March 2011
     A-3-1                A-3                X1-A-3-1             X2-A-3-1            March 2011
     A-3-2                A-3                X1-A-3-2             X2-A-3-2            March 2012
     A-3-3                A-3                X1-A-3-3             X2-A-3-3            March 2013
      A-J                 A-J                 X1-A-J               X2-A-J             March 2013
      B-1                  B                  X1-B-1               X2-B-1             March 2011
      B-2                  B                  X1-B-2               X2-B-2             March 2012
      B-3                  B                  X1-B-3               X2-B-3             March 2013
      C-1                  C                  X1-C-1               X2-C-1             March 2010
      C-2                  C                  X1-C-2               X2-C-2             March 2011
      D-1                  D                  X1-D-1               X2-D-1             March 2009
      D-2                  D                  X1-D-2               X2-D-2             March 2010
       E                   E                   X1-E                 X2-E              March 2009
      F-1                  F                  X1-F-1               X2-F-1             March 2008
      F-2                  F                  X1-F-2               X2-F-2             March 2009
       G                   G                   X1-G                 X2-G              March 2008
      H-1                  H                  X1-H-1               X2-H-1             March 2007
      H-2                  H                  X1-H-2               X2-H-2             March 2008
       J                   J                   X1-J                 X2-J              March 2007
       K                   K                   X1-K                 X2-K              March 2007
       L                   L                   X1-L                 X2-L              March 2007
       M                   M                   X1-M            Not Applicable       Not Applicable
       N                   N                   X1-N            Not Applicable       Not Applicable
       P                   P                   X1-P            Not Applicable       Not Applicable
       Q                   Q                   X1-Q            Not Applicable       Not Applicable


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

     The Initial Pool Balance will be $1,124,565,652, 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
Regular Interest Certificates (other than the Class X Certificates) will, in
each case, be $1,124,565,652.


                                      -5-


     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 11 Penn Plaza Pooled Mortgage Loan is part of a split loan structure
comprising the 11 Penn Plaza Pooled Mortgage Loan and the 11 Penn Plaza
Non-Pooled Pari Passu Companion Loan. The relative rights of the holder of the
11 Penn Plaza Pooled Mortgage Loan and the holder of the 11 Penn Plaza
Non-Pooled Pari Passu Companion Loan are set forth in the Series 2004-PWR6 PSA
and/or the 11 Penn Plaza Intercreditor Agreement, which provide that the entire
11 Penn Plaza Loan Group is to be serviced and administered in accordance with
the Series 2004-PWR6 PSA.

     The Marquis Apartments Pooled Mortgage Loan is part of a split loan
structure comprising the Marquis Apartments Pooled Mortgage Loan and the Marquis
Apartments Non-Pooled Mortgage Loan. The Marquis Apartments Non-Pooled Mortgage
Loan will initially be pari passu in right of payment with, but may thereafter
at the option of the holder thereof (in such holder's sole discretion) become
subordinate in right of payment to, the Marquis Apartments Pooled Mortgage Loan.
The relative rights of the holder of the Marquis Apartments Pooled Mortgage Loan
and the holder of the Marquis Apartments Non-Pooled Mortgage Loan are set forth
in the Marquis Apartments Intercreditor Agreement, which provides that the
entire Marquis Apartments Loan Group is to be serviced and administered in
accordance with this Agreement by the Trustee, the Fiscal Agent, the Certificate
Administrator, the applicable Master Servicer and the Special Servicer.

     The Plaza La Cienega Pooled Mortgage Loan is part of a split loan structure
comprising the Plaza La Cienega Pooled Mortgage Loan and the Plaza La Cienega
Non-Pooled Mortgage Loan. The Plaza La Cienega Non-Pooled Mortgage Loan will
initially be subordinate in right of payment to, but may thereafter become pari
passu in right of payment with, the Plaza La Cienega Pooled Mortgage Loan. The
relative rights of the holder of the Plaza La Cienega Pooled Mortgage Loan and
the holder of the Plaza La Cienega Non-Pooled Mortgage Loan are set forth in the
Plaza La Cienega Intercreditor Agreement, which provides that the entire Plaza
La Cienega Loan Group is to be serviced and administered in accordance with this
Agreement by the Trustee, the Fiscal Agent, the Certificate Administrator, the
applicable Master Servicer and the Special Servicer.

     The Garden State Pavilion Pooled Mortgage Loan is part of a split loan
structure comprising the Garden State Pavilion Pooled Mortgage Loan and the
Garden State Pavilion Non-Pooled Mortgage Loan. The Garden State Pavilion
Non-Pooled Mortgage Loan will initially be subordinate in right of payment to,
but may thereafter become pari passu in right of payment with, the Garden State
Pavilion Pooled Mortgage Loan. The relative rights of the holder of the Garden
State Pavilion Pooled Mortgage Loan and the holder of the Garden State Pavilion
Non-Pooled Mortgage Loan are set forth in the Garden State Pavilion
Intercreditor Agreement, which provides that the entire Garden State Pavilion
Loan Group is to be serviced and administered in accordance with this Agreement
by the Trustee, the Fiscal Agent, the Certificate Administrator, the applicable
Master Servicer and the Special Servicer.

     The Miller/WRI Portfolio Pooled Mortgage Loans are part of a split loan
structure comprising the Miller/WRI Portfolio Pooled Mortgage Loans and the
Miller/WRI Portfolio Non-Pooled Pari Passu Companion Loans. The relative rights
of the holder of the Miller/WRI Portfolio Pooled Mortgage Loans and the holders
of the Miller/WRI Portfolio Non-Pooled Pari Passu Companion Loans are set forth
in the Series 2003-PWR2 PSA and/or the Miller/WRI Portfolio Intercreditor
Agreement, which provide that the entire Miller/WRI Portfolio Loan Group is to
be serviced and administered in accordance with the Series 2003-PWR2 PSA.

     The Washington Estates MHC Pooled Mortgage Loan is part of a split loan
structure comprising the Washington Estates MHC Pooled Mortgage Loan and the
Washington Estates MHC Non-Pooled Subordinate Loan. The Washington Estates MHC
Non-Pooled Subordinate Loan will be subordinate in right of payment to the
Washington Estates MHC Pooled Mortgage Loan. The relative rights of the holder
of the Washington Estates MHC Pooled Mortgage Loan and the holder of the
Washington Estates MHC Non-Pooled Subordinate Loan are set forth in the
Washington

                                      -6-


Estates MHC Intercreditor Agreement, which provides that the entire Washington
Estates MHC Loan Group is to be serviced and administered in accordance with
this Agreement by the Trustee, the Fiscal Agent, the Certificate Administrator,
the applicable Master Servicer and the Special Servicer, subject to the right of
the holder of the Washington Estates MHC Non-Pooled Subordinate Loan or its
designee to directly collect payments on such Mortgage Loan under certain
conditions set forth in the related Mortgage Loan Group Intercreditor Agreement.

     The Forrest Brooke MHC Pooled Mortgage Loan is part of a split loan
structure comprising the Forrest Brooke MHC Pooled Mortgage Loan and the Forrest
Brooke MHC Non-Pooled Subordinate Loan. The Forrest Brooke MHC Non-Pooled
Subordinate Loan will be subordinate in right of payment to the Forrest Brooke
MHC Pooled Mortgage Loan. The relative rights of the holder of the Forrest
Brooke MHC Pooled Mortgage Loan and the holder of the Forrest Brooke MHC
Non-Pooled Subordinate Loan are set forth in the Forrest Brooke MHC
Intercreditor Agreement, which provides that the entire Forrest Brooke MHC Loan
Group is to be serviced and administered in accordance with this Agreement by
the Trustee, the Fiscal Agent, the Certificate Administrator, the applicable
Master Servicer and the Special Servicer, subject to the right of the holder of
the Forrest Brooke MHC Non-Pooled Subordinate Loan to directly collect payments
on such Mortgage Loan under certain conditions set forth in the related Mortgage
Loan Group Intercreditor Agreement.

     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, the Special Servicer, the Certificate Administrator, the
Tax Administrator, the Trustee and the Fiscal Agent hereby agree, in each case,
as follows:


                                      -7-


                                   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.

         "11 Penn Plaza Intercreditor Agreement": That certain Intercreditor
Agreement, dated as of December 21, 2004, by and among PMCF, as lead lender, and
PMCF, as co-lender.

         "11 Penn Plaza Loan Group": The 11 Penn Plaza Pooled Mortgage Loan and
the 11 Penn Plaza Non-Pooled Pari Passu Companion Loan, together.

         "11 Penn Plaza Mortgaged Property": The Mortgaged Property identified
on the Pooled Mortgage Loan Schedule as "11 Penn Plaza".

         "11 Penn Plaza Non-Pooled Pari Passu Companion Loan": The mortgage
loan, with an original principal balance in the amount of $125,000,000, that is
secured by the same Mortgage encumbering the 11 Penn Plaza Mortgaged Property as
the 11 Penn Plaza Pooled Mortgage Loan, is pari passu in right of payment with
the 11 Penn Plaza Pooled Mortgage Loan. The 11 Penn Plaza Non-Pooled Pari Passu
Companion Loan is not a "Pooled Mortgage Loan" or part of the Trust Fund, any
REMIC Pool or either Grantor Trust Pool.

         "11 Penn Plaza Non-Pooled Pari Passu Companion Loan Noteholder": Any
holder of the promissory note evidencing the 11 Penn Plaza Non-Pooled Pari Passu
Companion Loan.

         "11 Penn Plaza Pooled Mortgage Loan": The Pooled Mortgage Loan secured
by the 11 Penn Plaza Mortgaged Property.

         "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.

         "ABN AMRO": ABN AMRO Bank N.V. or its successor in interest.

         "Accrued Certificate Interest": The interest accrued from time to time
with respect to any Class of Regular Interest 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 Certificates for such Interest
Accrual Period, multiplied by (ii) the Class Principal Balance of such Class of
Certificates outstanding immediately prior to the related Distribution Date; and
(b) in the case of either 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 either Class of Interest Only
Certificates, the amount of which interest shall equal, for any Interest Accrual
Period, one-twelfth of the product of (i) either (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, or (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

                                      -8-


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

         "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(b).

         "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 related Master Servicing Fee Rate and (iv) 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 the Marquis Apartments Loan Group, the Plaza La Cienega
Loan Group or the Garden State Pavilion Loan Group and with respect to any class
of Marquis Apartments Non-Pooled Mortgage Loan Securities, any class of Plaza La
Cienega Non-Pooled Mortgage Loan Securities or any class of Garden State
Pavilion Non-Pooled Mortgage 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 Marquis
Apartments Non-Pooled Mortgage Loan Securities, Plaza La Cienega Non-Pooled
Mortgage Loan Securities or Garden State Pavilion Non-Pooled

                                      -9-


Mortgage Loan Securities, as applicable, 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).

         "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.

         "Annual Accountants' Report": As defined in Section 3.14.

         "Annual Performance Certification": As defined in Section 3.13.

         "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 Servicer 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 Special
Servicer's option, either a limited appraisal and a summary report or an
internal valuation prepared by the Special Servicer) that (i) indicates the
"market value" of the subject property (within the meaning of 12 CFR ss.
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 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:

                                      -10-


               (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, the Trustee or
     the Fiscal Agent, 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 Special Servicer, the Trustee and/or the Fiscal Agent 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

               (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
     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 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 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 any contrary provision set forth above: (A) (i) prior
to the date (if any) when the Marquis Apartments Non-Pooled Noteholder exercises
its right at its sole discretion to subordinate the Marquis Apartments
Non-Pooled Mortgage Loan in right of payment to the Marquis Apartments Pooled
Mortgage Loan, any Appraisal Reduction Amount will be calculated with respect to
the entire indebtedness evidenced by the Marquis Apartments Pooled Mortgage Loan
and the Marquis Apartments Non-Pooled Mortgage Loans as if they were a single
"Pooled Mortgage Loan" and allocated to such Mortgage Loans up to the aggregate
of, and on a pro rata basis in accordance with, the respective outstanding
principal balances of such Mortgage Loans; and (ii) after the date (if any)

                                      -11-


when the holder of the Marquis Apartments Non-Pooled Mortgage Loan exercises its
right at its sole discretion to subordinate the Marquis Apartments Non-Pooled
Mortgage Loan in right of payment to the Marquis Apartments Pooled Mortgage
Loan, (a) for purposes of determining whether a Marquis Apartments Change of
Control Event is in effect, any Appraisal Reduction Amount shall be calculated
in a manner that takes account of the aggregate indebtedness of the mortgage
loans in the Marquis Apartments Loan Group and allocated first to the Marquis
Apartments Non-Pooled Mortgage Loan, and then to the Marquis Apartments Pooled
Mortgage Loan and (b) for all other purposes, an Appraisal Reduction Amount will
be determined only with respect to the Marquis Apartments Pooled Mortgage Loan;
(B) (i) prior to the date (if any) when the Plaza La Cienega Non-Pooled Mortgage
Loan becomes pari passu in right of payment with the Plaza La Cienega Pooled
Mortgage Loan, any Appraisal Reduction Amount will be calculated only with
respect to the related Pooled Mortgage Loan, and (ii) on and after the date (if
any) when the Plaza La Cienega Non-Pooled Mortgage Loan becomes pari passu in
right of payment with the Plaza La Cienega Pooled Mortgage Loan, any Appraisal
Reduction Amount shall be calculated with respect to the entire indebtedness
evidenced by the Plaza La Cienega Pooled Mortgage Loan and the Plaza La Cienega
Non-Pooled Mortgage Loan and allocated to such Mortgage Loans up to the
aggregate of, and on a pro rata basis in accordance with, the respective
outstanding principal balances of such Mortgage Loans; (C) (i) prior to the date
(if any) when the Garden State Pavilion Non-Pooled Mortgage Loan becomes pari
passu in right of payment with the Garden State Pavilion Pooled Mortgage Loan,
any Appraisal Reduction Amount will be calculated only with respect to the
related Pooled Mortgage Loan, and (ii) on and after the date (if any) when the
Garden State Non-Pooled Mortgage Loan becomes pari passu in right of payment
with the Garden State Pooled Mortgage Loan, any Appraisal Reduction Amount shall
be calculated with respect to the entire indebtedness evidenced by the Garden
State Pooled Mortgage Loan and the Garden State Non-Pooled Mortgage Loan and
allocated to such Mortgage Loans up to the aggregate of, and on a pro rata basis
in accordance with, the respective outstanding principal balances of such
Mortgage Loans; (D) any Appraisal Reduction Amount with regard to Washington
Estates MHC Pooled Mortgage Loan will be calculated only with respect to such
Pooled Mortgage Loan; and (E) any Appraisal Reduction Amount with regard to
Forrest Brooke MHC Pooled Mortgage Loan will be calculated only with respect to
such Pooled Mortgage Loan.

         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.

         Notwithstanding the foregoing, with respect 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.

                                      -12-


         "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 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 a Non-Trust-Serviced Pooled Mortgage Loan, 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 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 2006 or any year thereafter, 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
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, (ii) any payments of
principal (including Principal Prepayments)

                                      -13-


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
2006 or any year thereafter or during the month of January of 2006 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.

         "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.

         "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 Prospectus": That certain prospectus dated March 2, 2005 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": Individually and collectively, as the context may require,
the obligor or obligors under a Mortgage Loan, including any Person that has not
signed the related Mortgage Note but owns an interest in the related Mortgaged
Property, which interest has been encumbered to secure such Mortgage Loan.

         "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 March 10, 2005, 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 and the Special Servicer 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.

                                      -14-


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

         "Certificate": Any one of the Depositor's 2005-PWR7 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": That portion of the Trustee Fee
payable to the Certificate Administrator in an amount agreed to by the Trustee
and the Certificate Administrator.

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

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

         "Certificateholder" or "Holder": The Person in whose name a Certificate
is registered in the Certificate Register, provided, however, that: (i) neither
a Disqualified Organization nor a Non-United States Tax Person shall be a
"Holder" of, or a "Certificateholder" with respect to, a Class R Certificate for
any purpose hereof; and (ii) solely for purposes of giving any consent,
approval, direction or waiver pursuant to this Agreement that specifically
relates to the rights, duties and/or obligations hereunder of any of the
Depositor, a Master Servicer, the Special Servicer, the Tax Administrator, the
Certificate Administrator, the Trustee or the Fiscal Agent in its respective
capacity as such (other than any consent, approval or waiver contemplated by
Section 3.24), 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.

                                      -15-


         "Certification Parties": As defined in Section 8.15(b).

         "Certifying Person": As defined in Section 8.15(b).

         "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 Certificates remain outstanding and (ii) the
aggregate of the Class Principal Balances of the 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 P and Class Q 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 Certificates": The Class A-1, Class A-2, Class A-AB and
Class A-3 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-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-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 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.

         "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.



                                      -16-


         "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 2.17(e).

         "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

                                      -17-


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 in sequential order (in each case
to the extent of the lesser of the Realized Losses previously allocated thereto
and the remaining unallocated portion of the increase) according to alphabetical
Class designation or, in the case of a Class of Class A Senior Certificates, pro
rata according to the amounts of Realized Losses previously allocated to the
respective Classes of Class A Senior Certificates).

         "Class Q Certificate": Any of the Certificates with a "Class Q"
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 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 2.17(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 2.17(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".

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

         "Closing Date": March 24, 2005.

         "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

                                      -18-


organization as shall be reasonably acceptable to each Master Servicer, the
Certificate Administrator, the Trustee, the Special Servicer and the Controlling
Class Representative.

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

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

         "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 the 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 Special Servicer, (i) in connection
with a CMSA Comparative Financial Status Report relating to quarterly financial
information, trailing 12 months of financial information (non-normalized), if
trailing 12 months of financial information was provided to the applicable
Master Servicer or the 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 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 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 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 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 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 the Special Servicer.

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

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

                                      -19-


         "CMSA Historical Loan Modification Report": A 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 the Special
Servicer.

         "CMSA Investor Reporting Package": Collectively:

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

         (b) the following supplemental reports: (i) CMSA Delinquent Loan Status
Report, (ii) CMSA Historical Loan Modification Report, (iii) CMSA Historical
Liquidation Report, (iv) CMSA REO Status Report, (v) CMSA Operating Statement
Analysis Report, (vi) CMSA Comparative Financial Status Report, (vii) CMSA
Servicer Watch List, (viii) CMSA NOI Adjustment Worksheet, (ix) CMSA Loan Level
Reserve Report, (x) CMSA Reconciliation of Funds Report and (xi) CMSA Special
Servicer Loan File.

         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
the Special Servicer, then same shall be used with respect to the Collection
Period that commences at any time following the date that is three (3) months
following adoption of the form thereof by the CMSA.

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

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

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

                                      -20-


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

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

         "CMSA Special Servicer Loan File": A report substantially in the form
of, and containing the information called for in, the downloadable form of the
"Special Servicer Loan File" available as of the Closing Date on the CMSA
Website, or in such other form for the presentation of such information and
containing such additional information as may from time to time be adopted by
the CMSA for commercial mortgage-backed securities transactions and is
reasonably acceptable to the Special 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, 2005-PWR7, 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

                                      -21-


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).

         "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 either Class of Interest Only Certificates accrues interest, which,
as of any date of determination, is equal to 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 the 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) bears the latest alphabetic
Class designation 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-AB and Class A-3 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 CMBS Fund II 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., 2005-PWR7, and for all other
purposes, at 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention:
Corporate Trust Services, Bear Stearns Commercial Mortgage Securities Inc.,
2005-PWR7; and (ii) in the case of the Trustee, at 135 South LaSalle, Suite
1625, Chicago, Illinois 60603, Attention: Global Securitization Trust Services
Group-Bear Stearns Commercial Mortgage Securities Inc., 2005-PWR7.

         "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

                                      -22-


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.

         "Corresponding Class of Principal Balance Certificates": With respect
to any REMIC III Component of either 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 one or more REMIC II Regular
Interests opposite which such Class 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"; and (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".

         "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 March 2005 (or, in the case of
any Mortgage Loan that has its first Due Date in April 2005, the date that would
have been its Due Date in March 2005 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).

                                      -23-


         "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).

         "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
Special Servicer on behalf of the Trustee) shall not be considered to Directly
Operate an Administered REO Property solely because the Trustee (or the Special
Servicer on behalf of the Trustee) establishes rental terms, chooses tenants,
enters into or renews leases, deals with taxes and insurance, or makes decisions
as to repairs or capital expenditures with respect to such REO Property.

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

         "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

                                      -24-


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.

         "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 Disqualified
Non-United States Tax Persons.

         "Distributable Certificate Interest": With respect to any Class of
Regular Interest Certificates for any Distribution Date, an amount of interest
equal to the amount of Accrued Certificate Interest in respect of such Class of
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 Certificates as
provided below; provided, however, that if the Class Principal Balance of such
Class of 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
and such Distribution Date shall equal the sum of (i) the amount of the
Distributable Certificate Interest for such Class and 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 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
Principal Balance 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 the Class X-1 or Class X-2 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

                                      -25-


for the registered holders of Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, 2005-PWR7, Distribution Account".

         "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 April 2005.

         "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 "Aa2" by
Moody's (or an "Aa3" senior unsecured credit rating by Moody's in the case of
any accounts maintained at LaSalle; provided that if such rating is lowered to
below "Aa3" by Moody's, then the applicable Master Servicer shall move such
applicable account or accounts within thirty (30) days of such downgrade to an
institution that otherwise complies with this definition) and "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), 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 "P-2" by Moody's and "F-1" by Fitch,
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 "P-2" by Moody's 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 "Aa3" by Moody's and "AA-" by Fitch (or "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 "F-1" by
Fitch), if the deposits are to be held in the account for more than 30 days, or
(iv) 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 the
Marquis Apartments Non-Pooled Mortgage Loan, the Plaza La Cienega Non-Pooled
Mortgage Loan, the Garden State Pavilion Non-Pooled Mortgage Loan, the
Washington Estates MHC Non-Pooled Subordinate Loan or the Forrest Brooke MHC
Non-Pooled Subordinate 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 any funds related to the Marquis Apartments
Non-Pooled Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage Loan, the
Garden State Pavilion Non-Pooled Mortgage Loan, the Washington Estates MHC
Non-Pooled Subordinate Loan or the Forrest Brooke MHC Non-Pooled Subordinate
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 Marquis Apartments Non-Pooled Mortgage Loan Securities,

                                      -26-


the Plaza La Cienega Non-Pooled Mortgage Loan Securities or the Garden State
Pavilion Non-Pooled Mortgage 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 the
Marquis Apartments Non-Pooled Mortgage Loan Securities, the Plaza La Cienega
Non-Pooled Mortgage Loan Securities or the Garden State Pavilion Non-Pooled
Mortgage Loan Securities, as applicable, 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 the Marquis Apartments Non-Pooled
Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage Loan or the Garden State
Pavilion 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 Marquis Apartments Non-Pooled Mortgage Loan Securities, the Plaza La Cienega
Non-Pooled Mortgage Loan Securities or the Garden State Pavilion Non-Pooled
Mortgage 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
Marquis Apartments Non-Pooled Mortgage Loan Securities, any class of Plaza La
Cienega Non-Pooled Mortgage Loan Securities or any class of Garden State
Pavilion Non-Pooled Mortgage Loan Securities, as applicable, 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 Special Servicer is required to
make or to request a Master Servicer to make, that must be made within five
Business Days of the 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 the
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

                                      -27-


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, 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,
2005-PWR7, 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 the annual rate specified as the "Excess Fee Rate" on the Pooled
Mortgage Loan Schedule; 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) Merrill Lynch, Pierce, Fenner & Smith
Incorporated, (iv) any Person directly or indirectly, through one or more
intermediaries, controlling, controlled by or under common control with Bear,
Stearns & Co. Inc., Morgan Stanley & Co. Incorporated or Merrill Lynch, Pierce,
Fenner & Smith Incorporated and (v) any member of any underwriting syndicate or
selling group of which any Person described in clauses (i), (ii), (iii) and (iv)
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 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 the 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 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

                                      -28-


of all Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds and other
payments or recoveries that the 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 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 Special Servicer pursuant to Section 9.01, or (d) any 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": ABN AMRO Bank N.V., a Netherlands banking corporation,
or any successor appointed as provided herein.

         "Fiscal Agent Agreement": As defined 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.

         "Forrest Brooke MHC Intercreditor Agreement": The intercreditor
agreement between the initial holder of the Forrest Brooke MHC Pooled Mortgage
Loan and CBA-Mezzanine Capital Finance, LLC as the initial holder of the Forrest
Brooke MHC Plaza Non-Pooled Mortgage Loan.

         "Forrest Brooke MHC Loan Group": The Forrest Brooke MHC Pooled Mortgage
Loan and the Forrest Brooke MHC Non-Pooled Subordinate Loan, together.

         "Forrest Brooke MHC Mortgaged Property": The mortgaged property
identified on the Pooled Mortgage Loan Schedule as Forrest Brooke MHC.

         "Forrest Brooke MHC Non-Pooled Subordinate Loan": The loan in the
original principal amount of $212,500 that is secured, in part, by the same
mortgage instrument encumbering the Forrest Brooke MHC Mortgaged Property as the
Forrest Brooke MHC Pooled Mortgage Loan and is subordinate in right of payment
to the Forrest Brooke MHC Pooled Mortgage Loan. The Forrest Brooke MHC
Non-Pooled Subordinate Loan will not be part of the Mortgage Pool and will not
be considered a Pooled Mortgage Loan. The Forrest Brooke MHC Non-Pooled
Subordinate Loan will constitute a Non-Pooled Subordinate Loan.

         "Forrest Brooke MHC Non-Pooled Noteholder": The holder of the Forrest
Brooke MHC Non-Pooled Subordinate Loan.

         "Forrest Brooke MHC Pooled Mortgage Loan": The Pooled Mortgage Loan
secured by the Forrest Brooke MHC Mortgaged Property.

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

                                      -29-


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

         "Garden State Pavilion Intercreditor Agreement": The intercreditor
agreement between the initial holder of the Garden State Pavilion Pooled
Mortgage Loan and the initial holder of the Garden State Pavilion Non-Pooled
Mortgage Loan.

         "Garden State Pavilion Loan Group": The Garden State Pavilion Pooled
Mortgage Loan and the Garden State Pavilion Non-Pooled Mortgage Loan, together.

         "Garden State Pavilion Mortgaged Property": The mortgaged property
identified on the Pooled Mortgage Loan Schedule as Garden State Pavilion.

         "Garden State Pavilion Non-Pooled Mortgage Loan": The loan in the
original principal amount of $5,000,000 that is secured, in part, by the same
mortgage instrument encumbering the Garden State Pavilion Mortgaged Property as
the Garden State Pavilion Pooled Mortgage Loan. The Garden State Pavilion
Non-Pooled Mortgage Loan will not be part of the Mortgage Pool and will not be
considered a Pooled Mortgage Loan. The Garden State Pavilion Non-Pooled Mortgage
Loan will constitute a Non-Pooled Subordinate Loan until the satisfaction of
certain conditions specified in the related Mortgage Loan Documents, after which
date such Garden State Pavilion Non-Pooled Mortgage Loan will constitute a
Non-Pooled Pari Passu Companion Loan.

         "Garden State Pavilion Non-Pooled Mortgage Loan Securities": For so
long as the Garden State Pavilion Pooled Mortgage Loan (or the related REO
Mortgage Loan) is part of the Mortgage Pool, any class of securities backed by
the Garden State Pavilion Non-Pooled Mortgage Loan.

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

         "Garden State Pavilion Pooled Mortgage Loan": The Pooled Mortgage Loan
secured by the Garden State Pavilion Mortgaged Property.

         "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": Either 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).

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

         "Grantor Trust V": The Grantor Trust designated as such in Section
2.18(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.

                                      -30-



         "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.

         "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, the Special Servicer, the Certificate
Administrator, the Tax Administrator, the Trustee, the Fiscal Agent, 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, the Special Servicer, the Certificate Administrator, the Tax
Administrator, the Trustee, the Fiscal Agent, 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, the
Special Servicer, the Certificate Administrator, the Tax Administrator, the
Trustee, the Fiscal Agent, 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, the Special Servicer, the
Trustee, the Fiscal Agent, 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, the Special Servicer, the Trustee, such
Fiscal Agent, 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, the Special Servicer, the Trustee or the Trust, 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).

                                      -31-


         "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, the 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 Class of Regular Interest Certificates 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 Class of Regular Interest
Certificates 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 and Class X-2
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, 2005-PWR7, Interest Reserve Account".

         "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 2006 or February
of any year thereafter or during January of 2006 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, but
prior to giving effect to the application of any amounts due on the Due Date
occurring in such Collection Period, 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 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 Special Servicer, the applicable Non-Trust
Master Servicer or

                                      -32-


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 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 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 Class of Regular Interest
Certificates, 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

                                      -33-


of the Certificates pursuant to Section 9.01, (vii) 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 (viii) 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 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
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
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, the
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 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 (viii) 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.

         "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.

         "Marquis Apartments Change of Control Event": As of any date of
determination, the event that has occurred by reason of either (a) a "Control
Appraisal Period" as defined in the Marquis Apartments Intercreditor Agreement
(with capitalized terms used but not defined therein having the meanings
assigned to such terms in this Agreement) or (b) the Marquis Apartments
Non-Pooled Noteholder being the Borrower or an Affiliate of the Borrower under
the Marquis Apartments Mortgage Loan Group.

                                      -34-


         "Marquis Apartments Intercreditor Agreement": The intercreditor
agreement between the initial holder of the Marquis Apartments Pooled Mortgage
Loan and the initial holder of the Marquis Apartments Plaza Non-Pooled Mortgage
Loan.

         "Marquis Apartments Loan Group": The Marquis Apartments Pooled Mortgage
Loan and the Marquis Apartments Non-Pooled Mortgage Loan, together.

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

         "Marquis Apartments Non-Pooled Mortgage Loan": The loan in the original
principal amount of $5,000,000 that is secured, in part, by the same mortgage
instrument encumbering the Marquis Apartments Mortgaged Property as the Marquis
Apartments Pooled Mortgage Loan. The Marquis Apartments Non-Pooled Mortgage Loan
will not be part of the Mortgage Pool and will not be considered a Pooled
Mortgage Loan. The Marquis Apartments Non-Pooled Mortgage Loan will constitute a
Non-Pooled Pari Passu Companion Loan unless and until the holder thereof
exercises its option in its sole discretion to subordinate such Mortgage Loan in
accordance with the Marquis Apartments Intercreditor Agreement, after which date
the Marquis Apartments Non-Pooled Mortgage Loan will constitute a Non-Pooled
Subordinate Loan.

         "Marquis Apartments Non-Pooled Mortgage Loan Securities": For so long
as the Marquis Apartments Pooled Mortgage Loan (or the related REO Mortgage
Loan) is part of the Mortgage Pool, any class of securities backed by the
Marquis Apartments Non-Pooled Mortgage Loan.

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

         "Marquis Apartments Pooled Mortgage Loan": The Pooled Mortgage Loan
secured by the Marquis Apartments Mortgaged Property.

         "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 appointed as provided
herein, or (b) if such Mortgage Loan is a BSCMI Pooled Mortgage Loan, a WFB
Pooled Mortgage Loan or a Nationwide Pooled Mortgage Loan, WFB, or any successor
thereto 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, (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
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.

                                      -35-


         "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).

         "Master Servicing Fee Rate": With respect to (i) each Pooled Mortgage
Loan (other than a 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 and (y) the Trustee Fee Rate; (ii) the 11 Penn Plaza Pooled Mortgage Loan,
a rate per annum equal to zero basis points (0.00%); (iii) the Miller/WRI
Portfolio Pooled Mortgage Loans, a rate per annum equal to zero basis points
(0.00%); (iv) the Marquis Apartments Non-Pooled Mortgage Loan, a rate per annum
equal to three basis points (0.03%); (v) the Plaza La Cienega Non-Pooled
Mortgage Loan, a rate per annum equal to three basis points (0.03%); (vi) the
Garden State Pavilion Non-Pooled Mortgage Loan, a rate per annum equal three
basis points (0.03%); (vii) the Washington Estates MHC Non-Pooled Subordinate
Loan, a rate per annum equal to zero basis points (0.00%); and (viii) the
Forrest Brooke MHC Non-Pooled Subordinate Loan, a rate per annum equal to zero
basis points (0.00%).

         "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.

         "Miller/WRI Portfolio Intercreditor Agreement": The intercreditor
agreement between the initial holder of the Miller/WRI Portfolio Pooled Mortgage
Loans and the initial holder of the Miller/WRI Portfolio Non-Pooled Mortgage
Loans.

         "Miller/WRI Portfolio Loan Group": The Miller/WRI Portfolio Pooled
Mortgage Loans and the Miller/WRI Portfolio Non-Pooled Pari Passu Companion
Loans, together.

         "Miller/WRI Portfolio Mortgaged Properties": The mortgaged properties
identified on the Pooled Mortgage Loan Schedule as Miller/WRI Portfolio - Lowry
Town Center and Miller/WRI Portfolio - Thorncreek Crossing.

         "Miller/WRI Portfolio Non-Pooled Pari Passu Companion Loans": The two
loans in the original aggregate principal amount of $27,249,788, that are
secured by the same mortgage instrument encumbering the Miller/WRI Portfolio
Mortgaged Properties as the Miller/WRI Portfolio Pooled Mortgage Loans and are
pari passu in right of payment with the Miller/WRI Portfolio Pooled Mortgage
Loans. The Miller/WRI Portfolio Non-Pooled Pari Passu Companion Loans will not
be part of the Trust Fund, any REMIC Pool or either Grantor Trust Pool.

         "Miller/WRI Portfolio Non-Pooled Noteholder": The holder of the
promissory note evidencing the Miller/WRI Portfolio Non-Pooled Pari Passu
Companion Loans.

                                      -36-


         "Miller/WRI Portfolio Pooled Mortgage Loans": Collectively, the Pooled
Mortgage Loans secured by the Miller/WRI Portfolio Mortgaged Property.

         "Miller/WRI Portfolio REO Property": Any Miller/WRI Portfolio Mortgaged
Property, if such Mortgaged Property becomes an REO Property hereunder.

         "Modified Mortgage Loan": Any Pooled Mortgage Loan as to which any
Servicing Transfer Event has occurred and which has been modified by the 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 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 Special Servicer (at the expense of the related
    Borrower and upon which the 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 Additional Report on Recoveries and Reimbursements": With
respect to each Collection Period, a report, in the form of Exhibit E-7 (or such
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, the Special Servicer, the Servicer Report
Administrator, the Trustee and the Certificate Administrator) that identifies
the following with respect to such Collection Period, in all cases both on a
loan-by-loan basis and in the aggregate:

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

              (b)(i) the amount of any Workout-Delayed Reimbursement Amount that
    was reimbursed to a Master Servicer, the Special Servicer, the Trustee or
    the Fiscal Agent during such Collection Period, (ii) the extent to which any
    reimbursement of a Workout-Delayed Reimbursement Amount made during such
    Collection Period was made from principal advances and collections on the
    related Mortgage Loan received during such Collection Period as contemplated
    by subsection (iii) of Section 3.05(a)(II), (iii) the extent to which any
    reimbursement of a Workout-Delayed Reimbursement Amount made during such
    Collection Period was made from principal advances and collections on the
    remainder of the Mortgage Pool received during such Collection Period as
    contemplated by subsection (iii) of Section 3.05(a)(II) and (iv) the amount
    of any related Unliquidated Advances;

              (c)(i) the amount of any Unliquidated Advances recovered from the
    related Borrower or otherwise from the proceeds of the related Mortgage Loan
    or REO Property on behalf of the Trust during the current Collection Period
    and (ii) the extent to which any such recovery constitutes an amount
    described by clause (I)(B) of the definition of "Principal Distribution
    Amount";

              (d)(i) the amount of any Unliquidated Advance that became a
    Nonrecoverable Advance in the current Collection Period, and (ii) the amount
    of any Workout-Delayed Reimbursement Amount that arose in a prior Collection
    Period, was not reimbursed to a Master Servicer, the Special Servicer, the
    Trustee or the Fiscal

                                      -37-


    Agent in the current or a prior Collection Period (and therefore had not
    become an Unliquidated Advance) but which has became a Nonrecoverable
    Advance in the current Collection Period;

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

              (f)(i) the amount of any Nonrecoverable Advance (and accrued and
    unpaid Advance Interest thereon) that was reimbursed to a Master Servicer,
    the Special Servicer, the Trustee or the Fiscal Agent during the current
    Collection Period, and (ii) the extent (if any) to which any reimbursement
    of a Nonrecoverable Advance (and accrued and unpaid Advance Interest
    thereon) was made from principal advances and collections on the Mortgage
    Pool received during such Collection Period as contemplated by subsection
    (iv) of Section 3.05(a)(II);

              (g)(i) the amount of any Advance reimbursed to a Master Servicer,
    the Special Servicer, the Trustee or the Fiscal Agent as a Nonrecoverable
    Advance in a prior Collection Period but recovered from the related Borrower
    or otherwise from the proceeds of the related Mortgage Loan or REO Property
    on behalf of the Trust during the current Collection Period (notwithstanding
    that it was previously determined to constitute a Nonrecoverable Advance)
    and (ii) the extent to which any such amount is an amount described by
    clause (I)(C) of the definition of "Principal Distribution Amount"; and

              (h) a reconciliation of Advance Interest that was a component of
    any Workout-Delayed Reimbursement Amount or of any Nonrecoverable Advance,
    any Default Charges collected during the related Collection Period and the
    amount of Default Charges that were applied to pay such Advance Interest.

                  The preparation of each Monthly Additional Report on
Recoveries and Reimbursements shall constitute a responsibility of the
applicable Master Servicer and shall not constitute a responsibility of any
other party. Each CMSA Loan Periodic Update File prepared by a Master Servicer
shall be accompanied by a Monthly Additional Report on Recoveries and
Reimbursements. Notwithstanding anything in this Agreement to the contrary, the
applicable Master Servicer shall not be required to deliver a Monthly Additional
Report on Recoveries and Reimbursements (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.

         "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 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.

                                      -38-


         "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, 2005-PWR7, 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 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 2005-PWR7" or, in the case of the Marquis Apartments
    Pooled Mortgage Loan, 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 2005-PWR7, and in its capacity as lead lender on behalf of the
    Marquis Apartments Non-Pooled Noteholder" or, in the case of the Plaza La
    Cienega Pooled Mortgage Loan, 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 2005-PWR7, and in its capacity as lead
    lender on behalf of the Plaza La Cienega Non-Pooled Noteholder" or, in the
    case of the Garden State Pavilion Pooled Mortgage Loan, 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 2005-PWR7, and in its capacity as
    lead lender on behalf of the Garden State

                                      -39-


    Pavilion Non-Pooled Noteholder (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;

              (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 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
    2005-PWR7" (or, in the case of the Marquis Apartments Pooled Mortgage Loan,
    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 2005-PWR7, and
    in its capacity as lead lender on behalf of the Marquis Apartments
    Non-Pooled Noteholder", or, in the case of the Plaza La Cienega Pooled
    Mortgage Loan, 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 2005-PWR7, and in its capacity as lead lender on behalf of the Plaza
    La Cienega Non-Pooled Noteholder", or, in the case of the Garden State
    Pavilion Pooled Mortgage Loan, 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 2005-PWR7, and in its capacity as lead
    lender on behalf of the Garden State Pavilion Non-Pooled Noteholder"), 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

                                      -40-


    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, 2005-PWR7" (or, in the case of the Marquis Apartments Pooled
    Mortgage Loan, 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 2005-PWR7, and in its capacity as lead lender on behalf of the
    Marquis Apartments Non-Pooled Noteholder", or, in the case of the Plaza La
    Cienega Pooled Mortgage Loan, 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 2005-PWR7, and in its capacity as lead
    lender on behalf of the Plaza La Cienega Non-Pooled Noteholder", or, in the
    case of the Garden State Pavilion Pooled Mortgage Loan, 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 2005-PWR7, and in its capacity as
    lead lender on behalf of the Garden State Pavilion Non-Pooled Noteholder");
    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 constituting
    Additional Collateral (except that in the case of any such documents in the
    form of a Letter of Credit, either (x) the "Mortgage File" shall contain the
    original of such Letter of Credit or (y) the "Mortgage File" shall contain
    copies of such Letter of Credit and the original if any shall be delivered
    to the applicable Master Servicer) 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
    the Marquis Apartments Pooled Mortgage Loan, the Plaza La Cienega Pooled
    Mortgage Loan, the Garden State Pavilion Pooled Mortgage Loan, the
    Washington Estates MHC Pooled Mortgage Loan, the Forrest Brooke MHC Pooled
    Mortgage Loan and each Non-Trust-Serviced Pooled Mortgage Loan, the related
    Mortgage Loan Group Intercreditor Agreement);

                                      -41-


              (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 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; and (C) 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 11 Penn Plaza Loan Group, the Plaza
La Cienega Loan Group, the Garden State Pavilion Loan Group, the Miller/WRI
Portfolio Loan Group, the Marquis Apartments Loan Group, the Washington Estates
MHC Loan Group and the Forrest Brooke MHC Loan Group, as applicable.

                                      -42-


         "Mortgage Loan Group Intercreditor Agreement": Each of the 11 Penn
Plaza Intercreditor Agreement, the Plaza La Cienega Intercreditor Agreement, the
Garden State Pavilion Intercreditor Agreement, the Miller/WRI Portfolio
Intercreditor Agreement, the Marquis Apartments Intercreditor Agreement, the
Washington Estates Intercreditor Agreement and the Forrest Brooke 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.

         "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 March 10, 2005, between
Nationwide as seller and the Depositor as purchaser.

         "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).

                                      -43-


         "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 3.29(a), which are payable to the applicable Master Servicer as
Additional Master Servicing Compensation or the 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
funds held in such Investment Account for the benefit of a Master Servicer, the
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, the 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 11 Penn Plaza Non-Pooled Pari Passu Companion Loan,
the Marquis Apartments Non-Pooled Mortgage Loan, the Plaza La Cienega Non-Pooled
Mortgage Loan, the Garden State Pavilion Non-Pooled Mortgage Loan, the
Miller/WRI Portfolio Non-Pooled Pari Passu Companion Loans, the Washington
Estates MHC Non-Pooled Subordinate Loan and the Forrest Brooke Non-Pooled
Subordinate Loan constitute Non-Pooled Mortgage Loans under this Agreement.

                                      -44-


         "Non-Pooled Noteholder": The holder of any Non-Pooled Mortgage Loan.

         "Non-Pooled Pari Passu Companion Loan": Any of the 11 Penn Plaza
Non-Pooled Pari Passu Companion Loan, the Marquis Apartments Non-Pooled Mortgage
Loan (until the date (if any) on which the Marquis Apartments Non-Pooled
Noteholder has exercised its option in its sole discretion to subordinate the
Marquis Apartments Non-Pooled Mortgage Loan in right of payment to the Marquis
Apartments Pooled Mortgage Loan), the Miller/WRI Portfolio Non-Pooled Pari Passu
Companion Loans, the Plaza La Cienega Non-Pooled Mortgage Loan (from and after
the date (if any) on which such Mortgage Loan becomes pari passu in right of
payment with the related Pooled Mortgage Loan) or the Garden State Pavilion
Non-Pooled Mortgage Loan (from and after the date (if any) on which such
Mortgage Loan becomes pari passu in right of payment with the related Pooled
Mortgage Loan), as applicable.

         "Non-Pooled Subordinate Loan": Any of the Marquis Apartments Non-Pooled
Mortgage Loan (at any time after the date (if any) on which the Marquis
Apartments Non-Pooled Noteholder has exercised its option in its sole discretion
to subordinate the Marquis Apartments Non-Pooled Mortgage Loan in right of
payment to the Marquis Apartments Pooled Mortgage Loan), the Plaza La Cienega
Non-Pooled Mortgage Loan (for so long as such Non-Pooled Mortgage Loan is
subordinate in right of payment to the related Pooled Mortgage Loan), the Garden
State Pavilion Non-Pooled Mortgage Loan (for so long as such Non-Pooled Mortgage
Loan is subordinate in right of payment to the related Pooled Mortgage Loan),
the Washington Estates MHC Non-Pooled Subordinate Loan and the Forrest Brooke
MHC Non-Pooled Subordinate Loan.

         "Non-Pooled Subordinate Noteholder: Any of the Marquis Apartments
Non-Pooled Noteholder (at any time after the date (if any) on which the Marquis
Apartments Non-Pooled Noteholder has exercised its option in its sole discretion
to subordinate the Marquis Apartments Non-Pooled Mortgage Loan in right of
payment to the Marquis Apartments Pooled Mortgage Loan), the Plaza La Cienega
Non-Pooled Noteholder (for so long as such Non-Pooled Mortgage Loan is
subordinate in right of payment to the related Pooled Mortgage Loan), the Garden
State Pavilion Non-Pooled Noteholder (for so long as such Non-Pooled Mortgage
Loan is subordinate in right of payment to the related Pooled Mortgage Loan),
the Washington Estates MHC Non-Pooled Subordinate Loan and the Forrest Brooke
MHC Non-Pooled Subordinate Loan.

         "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 the Fiscal
Agent, or by the 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 each Pooled Mortgage Loan that is part of a Mortgage Loan Group that
includes a Non-Pooled Pari Passu Companion Loan, 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 such
Non-Pooled Pari Passu Companion Loan under the related pooling and servicing
agreement (pursuant to which securities were issued that are rated by at least
one national statistical rating organization) has determined, pursuant to such
agreement, that any debt service advance made or to be made with respect to such
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

                                      -45-


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 such Master
Servicer (or the Trustee or the Fiscal Agent, if applicable) shall not make any
such prospective P&I Advance unless such Master Servicer (or the Trustee or the
Fiscal Agent, 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 P&I 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 Loan or REO Property that, as determined by the
applicable Master Servicer or, if applicable, the Trustee or the Fiscal Agent,
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 E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P, Class Q, Class R and Class V Certificates are Non-Registered
Certificates.

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

         "Non-Trust-Serviced Mortgage Loan Group": Any Mortgage Loan Group that
is primarily serviced and administered under the pooling and servicing agreement
for another commercial mortgage securitization trust. Only the 11 Penn Plaza
Loan Group and the Miller/WRI Portfolio Loan Group constitute Non-Trust-Serviced
Mortgage Loan Groups.

         "Non-Trust-Serviced Pooled Mortgage Loan": Any Pooled Mortgage Loan
that is part of a Non-Trust-Serviced Mortgage Loan Group. Only the 11 Penn Plaza
Pooled Mortgage Loan and the Miller/WRI Portfolio Pooled Mortgage Loans
constitute Non-Trust-Serviced Pooled Mortgage Loans.

         "Non-Trust Servicing Agreements": With respect to the 11 Penn Plaza
Pooled Mortgage Loan and the 11 Penn Plaza Loan Group of which it is a part, the
separate servicing agreement pursuant to which the 11 Penn Plaza 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, which agreement is the Series 2004-PWR6 PSA, and with respect to
the Miller/WRI Portfolio Pooled Mortgage Loans and the Miller/WRI Portfolio Loan
Group of which they are a part, the separate servicing agreement pursuant to
which the Miller/WRI Portfolio Pooled Mortgage Loans and the related Non-Pooled
Pari Passu Companion Loans are (or, if applicable, any related REO Property is)
to be principally serviced and administered, which agreement is the Series
2003-PWR2 PSA.

         "Non-Trust Special Servicer": With respect to each Non-Trust-Serviced
Pooled Mortgage Loan, the applicable special servicer under the related
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 the Special Servicer or a Responsible Officer of the
Certificate Administrator, the Trustee or the Fiscal Agent, as the case may be,
or,

                                      -46-


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 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 either
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, the Fiscal Agent, either Master Servicer or the 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).

         "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-D.

         "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 and Schedule I-D.

         "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).

         "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, the Trustee or the Fiscal Agent 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 Regular Interest Certificates during any Interest
Accrual Period, as set forth in or otherwise calculated in accordance with
Section 2.17(f).

                                      -47-


         "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.

         "Percentage Interest": With respect to (a) any Regular Interest
Certificate, the portion of the relevant Class evidenced by such Certificate,
expressed as a percentage, the numerator of which is the Certificate Principal
Balance or Certificate Notional Amount, as the case may be, of such Certificate
as of the Closing Date, as specified on the face thereof, and the denominator of
which is the 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 8.15(b).

         "Performing Party": As defined in Section 8.15(b).

         "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),
                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 the Marquis Apartments
                Non-Pooled Mortgage Loan, the Plaza La Cienega Non-Pooled
                Mortgage Loan or the Garden State Pavilion Non-Pooled Mortgage
                Loan, each Rating Agency for the Rated Certificates (or, in the
                case of any such Rating Agency, have 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 the Marquis Apartments Non-Pooled Mortgage Loan,
                the Plaza La Cienega Non-Pooled Mortgage Loan or the Garden
                State Pavilion Non-Pooled Mortgage Loan and also relate to one
                or more Pooled Mortgage Loans, each Rating Agency for the Rated
                Certificates (or, in the case of any such Rating Agency, have
                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 also of each applicable Rating Agency for the
                Marquis Apartments Non-Pooled Mortgage Loan Securities, the
                Plaza La Cienega Non-Pooled Mortgage Loan Securities or the
                Garden State Pavilion Non-Pooled Mortgage Loan Securities (or,
                in the case of any such Rating Agency, have such lower rating as
                will not result in an Adverse Rating Event with respect to any
                class of Marquis Apartments Non-Pooled Mortgage Loan Securities,
                any class of Plaza La Cienega Non-Pooled Mortgage Loan

                                      -48-


                Securities or any class of Garden State Pavilion Mortgage Loan
                Securities, as applicable, rated by such applicable Rating
                Agency, as confirmed in writing to the Trustee by such Rating
                Agency), as applicable, or (z) in the case of an investment
                being made with funds that relate solely to the Marquis
                Apartments Non-Pooled Mortgage Loan, the Plaza La Cienega
                Non-Pooled Mortgage Loan or the Garden State Pavilion Non-Pooled
                Mortgage Loan and do not relate to one or more Pooled Mortgage
                Loans, each applicable Rating Agency for the Marquis Apartments
                Non-Pooled Mortgage Loan Securities, the Plaza La Cienega
                Non-Pooled Mortgage Loan Securities or the Garden State Pavilion
                Non-Pooled Mortgage Loan Securities, as applicable (or, in the
                case of any such Rating Agency, have such lower rating as will
                not result in an Adverse Rating Event with respect to any class
                of Marquis Apartments Non-Pooled Mortgage Loan Securities, any
                class of Plaza La Cienega Non-Pooled Mortgage Loan Securities or
                any class of Garden State Pavilion Non-Pooled Mortgage Loan
                Securities, as applicable, rated by such applicable Rating
                Agency as confirmed in writing to the Trustee by such Rating
                Agency);

         (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 the Marquis Apartments
                Non-Pooled Mortgage Loan, the Plaza La Cienega Non-Pooled
                Mortgage Loan or the Garden State Pavilion Non-Pooled Mortgage
                Loan, each Rating Agency for the Rated Certificates (or, in the
                case of any such Rating Agency, have 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 the Marquis Apartments Non-Pooled Mortgage Loan,
                the Plaza La Cienega Non-Pooled Mortgage Loan or the Garden
                State Pavilion Non-Pooled Mortgage Loan and also relate to one
                or more Pooled Mortgage Loans, each Rating Agency for the Rated
                Certificates (or, in the case of any such Rating Agency, have
                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 also of each applicable Rating Agency for the
                Marquis Apartments Non-Pooled Mortgage Loan Securities, the
                Plaza La Cienega Non-Pooled Mortgage Loan Securities or the
                Garden State Pavilion Non-Pooled Mortgage Loan Securities (or,
                in the case of any such Rating Agency, have such lower rating as
                will not result in an Adverse Rating Event with respect to any
                class of Marquis Apartments Non-Pooled Mortgage Loan Securities,
                any class of Plaza La Cienega Non-Pooled Mortgage Loan
                Securities or any class of Garden State Pavilion Mortgage Loan
                Securities, as applicable, rated by such applicable Rating
                Agency, as confirmed in writing to the Trustee by such Rating
                Agency), as applicable, or (z) in the case of an investment
                being made with funds that relate solely to the Marquis
                Apartments Non-Pooled Mortgage Loan, the Plaza La Cienega
                Non-Pooled Mortgage Loan or the Garden State Pavilion Non-Pooled
                Mortgage Loan and do not relate to one or more Pooled Mortgage
                Loans, each applicable Rating Agency for the Marquis Apartments
                Non-Pooled Mortgage Loan Securities, the Plaza La Cienega
                Non-Pooled Mortgage Loan Securities or the Garden State Pavilion
                Non-Pooled Mortgage Loan Securities, as applicable (or, in the
                case of any such Rating Agency, have such lower rating as will
                not result in an Adverse Rating Event with respect to any class
                of Marquis Apartments Non-Pooled Mortgage Loan Securities, any
                class of Plaza La Cienega Non-Pooled Mortgage Loan Securities or
                any class of Garden State Pavilion Non-Pooled Mortgage Loan
                Securities, as applicable, rated by such applicable Rating
                Agency as confirmed in writing to the Trustee by such Rating
                Agency);

         (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 the Marquis Apartments Non-Pooled
                Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage Loan or
                the Garden State Pavilion Non-Pooled Mortgage Loan, each Rating
                Agency for the Rated Certificates (or, in the case of any such
                Rating Agency, have such lower rating as will not result in an
                Adverse Rating Event with respect to any

                                      -49-


                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 the Marquis Apartments Non-Pooled
                Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage Loan or
                the Garden State Pavilion Non-Pooled Mortgage Loan and also
                relate to one or more Pooled Mortgage Loans, each Rating Agency
                for the Rated Certificates (or, in the case of any such Rating
                Agency, have 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 also of each applicable Rating
                Agency for the Marquis Apartments Non-Pooled Mortgage Loan
                Securities, the Plaza La Cienega Non-Pooled Mortgage Loan
                Securities or the Garden State Pavilion Non-Pooled Mortgage Loan
                Securities (or, in the case of any such Rating Agency, have such
                lower rating as will not result in an Adverse Rating Event with
                respect to any class of Marquis Apartments Non-Pooled Mortgage
                Loan Securities, any class of Plaza La Cienega Non-Pooled
                Mortgage Loan Securities or any class of Garden State Pavilion
                Mortgage Loan Securities, as applicable, rated by such
                applicable Rating Agency, as confirmed in writing to the Trustee
                by such Rating Agency), as applicable, or (z) in the case of an
                investment being made with funds that relate solely to the
                Marquis Apartments Non-Pooled Mortgage Loan, the Plaza La
                Cienega Non-Pooled Mortgage Loan or the Garden State Pavilion
                Non-Pooled Mortgage Loan and do not relate to one or more Pooled
                Mortgage Loans, each applicable Rating Agency for the Marquis
                Apartments Non-Pooled Mortgage Loan Securities, the Plaza La
                Cienega Non-Pooled Mortgage Loan Securities or the Garden State
                Pavilion Non-Pooled Mortgage Loan Securities, as applicable (or,
                in the case of any such Rating Agency, have such lower rating as
                will not result in an Adverse Rating Event with respect to any
                class of Marquis Apartments Non-Pooled Mortgage Loan Securities,
                any class of Plaza La Cienega Non-Pooled Mortgage Loan
                Securities or any class of Garden State Pavilion Non-Pooled
                Mortgage Loan Securities, as applicable, rated by such
                applicable Rating Agency as confirmed in writing to the Trustee
                by such Rating Agency);

         (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 the Marquis
                Apartments Non-Pooled Mortgage Loan, the Plaza La Cienega
                Non-Pooled Mortgage Loan or the Garden State Pavilion Non-Pooled
                Mortgage Loan, each Rating Agency for the Rated Certificates
                (or, in the case of any such Rating Agency, have 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 the Marquis Apartments
                Non-Pooled Mortgage Loan, the Plaza La Cienega Non-Pooled
                Mortgage Loan or the Garden State Pavilion Non-Pooled Mortgage
                Loan and also relate to one or more Pooled Mortgage Loans, each
                Rating Agency for the Rated Certificates (or, in the case of any
                such Rating Agency, have 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 also of each
                applicable Rating Agency for the Marquis Apartments Non-Pooled
                Mortgage Loan Securities, the Plaza La Cienega Non-Pooled
                Mortgage Loan Securities or the Garden State Pavilion Non-Pooled
                Mortgage Loan Securities (or, in the case of any such Rating
                Agency, have such lower rating as will not result in an Adverse
                Rating Event with respect to any class of Marquis Apartments
                Non-Pooled Mortgage Loan Securities, any class of Plaza La
                Cienega Non-Pooled Mortgage Loan Securities or any class of
                Garden State Pavilion Mortgage Loan Securities, as applicable,
                rated by such applicable Rating Agency, as confirmed in writing
                to the Trustee by such Rating Agency), as applicable, or (z) in
                the case of an investment being made with funds that relate
                solely to the Marquis Apartments Non-Pooled Mortgage Loan, the
                Plaza La Cienega Non-Pooled Mortgage Loan or the Garden State
                Pavilion Non-Pooled Mortgage Loan and do not relate to one or
                more Pooled


                                      -50-


                Mortgage Loans, each applicable Rating Agency for the Marquis
                Apartments Non-Pooled Mortgage Loan Securities, the Plaza La
                Cienega Non-Pooled Mortgage Loan Securities or the Garden State
                Pavilion Non-Pooled Mortgage Loan Securities, as applicable (or,
                in the case of any such Rating Agency, have such lower rating as
                will not result in an Adverse Rating Event with respect to any
                class of Marquis Apartments Non-Pooled Mortgage Loan Securities,
                any class of Plaza La Cienega Non-Pooled Mortgage Loan
                Securities or any class of Garden State Pavilion Non-Pooled
                Mortgage Loan Securities, as applicable, rated by such
                applicable Rating Agency as confirmed in writing to the Trustee
                by such Rating Agency); or

         (vi)   any other obligation or security that: (x) in the case of an
                investment being made with funds that do not relate in whole or
                in part to the Marquis Apartments Non-Pooled Mortgage Loan, the
                Plaza La Cienega Non-Pooled Mortgage Loan or the Garden State
                Pavilion Non-Pooled Mortgage Loan, is acceptable to each Rating
                Agency for the Rated Certificates (and 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 and Certificate Administrator by such
                Rating Agency), (y) in the case of an investment being made with
                funds that relate in whole or in part to the Marquis Apartments
                Non-Pooled Mortgage Loan, the Plaza La Cienega Non-Pooled
                Mortgage Loan or the Garden State Pavilion Non-Pooled Mortgage
                Loan and also relate to one or more Pooled Mortgage Loans, is
                acceptable to each Rating Agency for the Rated Certificates (and
                will not result in an Adverse Rating Event with respect to such
                Rating Agency and any Class of Rated Certificates, as confirmed
                in writing to the Trustee and Certificate Administrator by such
                Rating Agency) and also to each applicable Rating Agency for the
                Marquis Apartments Non-Pooled Mortgage Loan Securities, the
                Plaza La Cienega Non-Pooled Mortgage Loan Securities or the
                Garden State Pavilion Non-Pooled Mortgage Loan Securities (and
                will not result in an Adverse Rating Event with respect to any
                class of Marquis Apartments Non-Pooled Mortgage Loan Securities,
                any class of Plaza La Cienega Non-Pooled Mortgage Loan
                Securities or any class of Garden State Pavilion Non-Pooled
                Mortgage Loan Securities, as applicable (if rated by such
                applicable Rating Agency), as confirmed in writing to the
                Trustee and Certificate Administrator by such Rating Agency), as
                applicable, or (z) in the case of an investment being made with
                funds that relate solely to the Marquis Apartments Non-Pooled
                Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage Loan or
                the Garden State Pavilion Non-Pooled Mortgage Loan and do not
                relate to one or more Pooled Mortgage Loans, is acceptable to
                each Rating Agency for the Marquis Apartments Non-Pooled
                Mortgage Loan Securities, the Plaza La Cienega Non-Pooled
                Mortgage Loan Securities or the Garden State Pavilion Non-Pooled
                Mortgage Loan Securities (and will not result in an Adverse
                Rating Event with respect to any class of Marquis Apartments
                Non-Pooled Mortgage Loan Securities, any class of Plaza La
                Cienega Non-Pooled Mortgage Loan Securities or any class of
                Garden State Pavilion Non-Pooled Mortgage Loan Securities, as
                applicable, rated by such applicable Rating Agency, as confirmed
                in writing to the Trustee and Certificate Administrator 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).

                                      -51-


         "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.

         "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 retirement
arrangements, including individual retirement accounts and annuities, and 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.

         "Plaza La Cienega Intercreditor Agreement": The intercreditor agreement
between the initial holder of the Plaza La Cienega Pooled Mortgage Loan and the
Plaza La Cienega Non-Pooled Mortgage Loan.

         "Plaza La Cienega Loan Group": The Plaza La Cienega Pooled Mortgage
Loan and the Plaza La Cienega Non-Pooled Mortgage Loan, together.

         "Plaza La Cienega Mortgaged Property": The Mortgaged Property
identified on the Pooled Mortgage Loan Schedule as Plaza La Cienega .

         "Plaza La Cienega Non-Pooled Mortgage Loan": The loan in the original
principal amount of $7,000,000 that is secured, in part, by the same mortgage
instrument encumbering the Plaza La Cienega Mortgaged Property as the Plaza La
Cienega Pooled Mortgage Loan. The Plaza La Cienega Non-Pooled Mortgage Loan will
not be part of the Mortgage Pool and will not be considered a Pooled Mortgage
Loan. The Plaza La Cienega Non-Pooled Mortgage Loan will constitute a Non-Pooled
Subordinate Loan until the satisfaction of certain conditions specified in the
related Mortgage Loan Documents, after which date such Plaza La Cienega
Non-Pooled Mortgage Loan will constitute a Non-Pooled Pari Passu Companion Loan.

         "Plaza La Cienega Non-Pooled Mortgage Loan Securities": For so long as
the Plaza La Cienega Pooled Mortgage Loan (or the related REO Mortgage Loan) is
part of the Mortgage Pool, any class of securities backed by the Plaza La
Cienega Non-Pooled Mortgage Loan.

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

         "Plaza La Cienega Pooled Mortgage Loan": The Pooled Mortgage Loan
secured by the Plaza La Cienega Mortgaged Property.

         "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.

                                      -52-


         "PMCF Pooled Mortgage Loan Purchase Agreement": That certain Pooled
Mortgage Loan Purchase Agreement dated as of March 10, 2005, 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.

         "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 and the Nationwide
Pooled Mortgage Loan Purchase Agreement.

         "Pooled Mortgage Loan Schedule": Collectively, the four schedules of
Pooled Mortgage Loans attached hereto as Schedule I-A, Schedule I-B, Schedule
I-C and Schedule I-D, 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;

                                      -53-


         (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 Collateral;

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

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

         "Pooled Mortgage Loan Sellers": Collectively, BSCMI, Nationwide, 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

                                      -54-


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.

         "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 appointed as
provided in the Primary Servicing Agreement.

         "Primary Servicing Agreement": That certain primary servicing agreement
dated as of March 1, 2005, 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.

         "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-AB, Class A-3, 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 P and Class Q
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,

                                      -55-


                   (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 Special Servicing Fees, Workout
    Fees, Liquidation Fees and/or Advance Interest (other than Advance Interest
    on Workout-Delayed Reimbursement Amounts or Nonrecoverable Advances paid
    from collections and recoveries of principal as described in clause (B)
    and/or clause (C) below) 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;

                                      -56-


              (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, the Trustee and the Fiscal Agent 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, the
    Trustee and the Fiscal Agent during the related Collection Period from
    principal advances and collections on the Mortgage Pool pursuant to
    subsection (iv) of Section 3.05(a)(II).

         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 March 10, 2005, relating to certain classes of the Non-Registered
Certificates delivered by the Depositor to Bear, Stearns & Co. Inc., Morgan
Stanley & Co. Incorporated and Merrill Lynch, Pierce, Fenner & Smith
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 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 March
10, 2005, 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 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

                                      -57-


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, (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, the 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.

         "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

                                      -58-


(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 February 2041.

         "Rating Agency": (i) With respect to each Class of Rated Certificates,
each of Moody's and Fitch and (ii) with respect to any provisions relating to
any of the Marquis Apartments Non-Pooled Mortgage Loan, the Plaza La Cienega
Non-Pooled Mortgage Loan or the Garden State Pavilion Non-Pooled Mortgage Loan
in which Marquis Apartments Non-Pooled Mortgage Loan Securities, Plaza La
Cienega Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled
Mortgage Loan Securities, as applicable, evidence interests or by which they are
otherwise backed or secured, each rating agency then rating any related class of
such Marquis Apartments Non-Pooled Mortgage Loan Securities, Plaza La Cienega
Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled Mortgage
Loan Securities, as applicable, or their successors in interest.

         "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;

                                      -59-


              (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 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
    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 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), the 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, 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-AB, Class A-3, Class X-2, Class A-J, Class B, Class C and
Class D Certificates constitute Registered Certificates.

         "Regular Interest Certificate": Any of the Interest Only Certificates
and the Principal Balance Certificates.

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

                                      -60-


         "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 Servicer 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.

         "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
2.13(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 2.13.

         "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 2.13(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
2.15(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 2.15.

         "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
2.15(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.

                                      -61-


         "REMIC III": The segregated pool of assets designated as such in
Section 2.17(a).

         "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 2.17.

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

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

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

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

         "REO Account": A segregated custodial account or accounts created and
maintained by the Special Servicer, pursuant to and for the benefit of the
Persons specified in Section 3.16(b), which shall be entitled "ARCap Servicing,
Inc. [or the name of any successor Special Servicer], as 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 2005-PWR7, and if the account is established for the
deposit of funds received in respect of one or more REO Properties related to a
Serviced Mortgage Loan Group for the owners of a Serviced Non-Pooled Mortgage
Loan, as their interests may appear, 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,

                                      -62-


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 Special Servicer, the Trustee or the Fiscal Agent in respect of
the predecessor Mortgage Loan as of the date of the related REO Acquisition,
including any unpaid or unreimbursed Master 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 Special Servicer, the Trustee, the Fiscal Agent 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(s)
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.

         "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 the
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, "A2" by Moody's and
"A-" by Fitch, (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, "A2" by Moody's and "A-" by Fitch, and (iii) in the case
of any other insurance coverage provided by such insurance carrier, "A2" by
Moody's and "A-" by Fitch; 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 or, in the case of insurance coverage being obtained with respect
to the Marquis Apartments Mortgaged Property, the Plaza La Cienega Mortgaged
Property or the Garden State Pavilion Mortgaged Property, with respect to any
class of Marquis Apartments Non-Pooled Mortgage Loan Securities, any class of
Plaza La Cienega Non-Pooled Mortgage Loan Securities or any class of Garden
State Pavilion

                                      -63-


Non-Pooled Mortgage Loan Securities, as applicable (if rated by such Rating
Agency), unless (with respect to policies maintained by Borrowers) a higher
claims-paying ability rating is required under any of the Mortgage Loan
Documents.

         "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 Fiscal Agent or 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 8.15(b).

         "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.

         "Senior Certificate": Any Class A-1, Class A-2, Class A-AB, Class A-3,
Class X-1 or Class X-2 Certificate.

         "Series 2003-PWR2 PSA": That certain Pooling and Servicing Agreement
dated as of September 1, 2003 among Bear Stearns Commercial Mortgage Securities
Inc., as depositor, PAR, as a master servicer and a special servicer, WFB, as a
master servicer, GMAC Commercial Mortgage Corporation, as general special
servicer, WFB, as certificate

                                      -64-


administrator and tax administrator, LaSalle, as trustee, ABN AMRO, as fiscal
agent, and Pru 3Xsquare, LLC, as 3 Times Square non-pooled subordinate
noteholder, relating to the Bear Stearns Commercial Mortgage Trust 2003-PWR2,
Commercial Mortgage Pass-Through Certificates, Series 2003-PWR2.

         "Series 2004-PWR6 PSA": That certain Pooling and Servicing Agreement
dated as of December 1, 2004 among Bear Stearns Commercial Mortgage Securities
II Inc., as depositor, PAR, as a master servicer, WFB, as a master servicer,
ARCap Servicing, Inc., as general special servicer, WFB, as certificate
administrator and tax administrator, LaSalle, as trustee and ABN AMRO, as fiscal
agent, relating to the Bear Stearns Commercial Mortgage Trust 2004-PWR6,
Commercial Mortgage Pass-Through Certificates, Series 2004-PWR6.

         "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.

         "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.

         "Serviced Non-Pooled Mortgage Loan Noteholder": The holder of 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 either Grantor Trust Pool.

         "Serviced Non-Pooled Pari Passu Companion Loan Noteholder": The holder
of a 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 either Grantor Trust Pool.

         "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": PAR 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.

                                      -65-


         "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 Special Servicer (or, if applicable, the Trustee or the
Fiscal Agent) 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 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 Special Servicer to the extent such cost
    is allocable to a particular Mortgaged Property that the applicable Master
    Servicer or the 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 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, the Special
Servicer, the Trustee or the Fiscal Agent, 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, the Special Servicer, the Trustee or the Fiscal Agent.

         "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 Special Servicer
hereunder shall be considered "Servicing Advances" for the purposes hereof.

         "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
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 Officer": Any officer or employee of a Master Servicer or
the 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 the Special Servicer, as
the case may be.

                                      -66-


         "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
the Special Servicer, 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 Special Servicer, as the case may be, in its good faith and reasonable
judgment), as a collective whole, 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 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 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, 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
    Noteholders, as applicable), as a collective whole, to be performed 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, 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 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 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 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 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 Special Servicer, as the case may
    be, or any of its Affiliates, of any other mortgage loans or real property,

                                      -67-


    (vii) the ownership by the applicable Master Servicer or the 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 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 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".

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

         "Special Servicer": ARCap Servicing, Inc. (or its successor in
interest), in its capacity as special servicer with respect to the Mortgage Pool
and any related REO Properties hereunder, or any successor special servicer
appointed as provided herein.

         "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 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;

                                      -68-


              (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;

              (vi) except in the case of a Non-Trust-Serviced Pooled Mortgage
    Loan, the original of any Letter of Credit evidencing or constituting
    Additional Collateral (provided that the originals of any such Letter of
    Credit may be delivered to the applicable Master Servicer with a copy to be
    contained in the Mortgage File); 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

                                      -69-


    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 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
    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 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):

              (w) 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
    Special Servicer pursuant to Section 3.20);

                                      -70-


              (x) 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 Special Servicer;

              (y) 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 Special
    Servicer; and

              (z) 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 2.13(a) (in the case of REMIC I), Section 2.15(a) (in the case
of REMIC II) or Section 2.17(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 the 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).

                                      -71-


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

         "Sub-Servicing Agreement": The written contract between a Master
Servicer or the 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.

         "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": The portion of the Trustee Fee payable to the
Tax Administrator in an amount agreed to by the Trustee 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).

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

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

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

         "Transferor": Any Person who is disposing by Transfer 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 both of the Grantor Trust Pools.

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

                                      -72-


         "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). The Trustee Fee includes the Certificate Administrator Fee and
the Tax Administrator Fee.

         "Trustee Fee Rate": Twenty-one ten-thousandths of one percent (0.0021%)
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 2.13(g) with
respect to any REMIC I Regular Interest for any Interest Accrual Period and in
Section 2.15(g) with respect to any REMIC II Regular Interest for any Interest
Accrual Period.

         "Uncertificated Distributable Interest": As defined in Section 2.13(g)
with respect to any REMIC I Regular Interest for any Distribution Date and in
Section 2.15(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 2.13(e) hereof) or any REMIC II Regular Interest (calculated in
accordance with Section 2.15(e) hereof).

         "Underwriter Exemption": PTE 90-30 issued to Bear, Stearns & Co. Inc.,
PTE 90-24 issued to Morgan Stanley & Co. Incorporated or PTE 90-29 issued to
Merrill Lynch, Pierce, Fenner & Smith 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., Morgan Stanley & Co.
Incorporated and Merrill Lynch, Pierce, Fenner & Smith 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 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 Historical



                                      -73-


Liquidation Report, the CMSA REO Status Report, the CMSA Loan Level Reserve
Report, the CMSA Reconciliation of Funds 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, and 1.0% 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. 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.

         "Washington Estates MHC Intercreditor Agreement": The intercreditor
agreement between the initial holder of the Washington Estates MHC Pooled
Mortgage Loan and CBA-Mezzanine Capital Finance, LLC as the initial holder of
the Washington Estates MHC Plaza Non-Pooled Mortgage Loan.

         "Washington Estates MHC Loan Group": The Washington Estates MHC Pooled
Mortgage Loan and the Washington Estates MHC Non-Pooled Subordinate Loan,
together.

         "Washington Estates MHC Mortgaged Property": The Mortgaged Property
identified on the Pooled Mortgage Loan Schedule as Washington Estates MHC.

         "Washington Estates MHC Non-Pooled Subordinate Loan": The loan in the
original principal amount of $545,000 that is secured, in part, by the same
mortgage instrument encumbering the Washington Estates MHC Mortgaged Property as
the Washington Estates MHC Pooled Mortgage Loan and is subordinate in right of
payment to the Washington Estates MHC Pooled Mortgage Loan. The Washington
Estates MHC Non-Pooled Subordinate Loan will not be part of the Mortgage Pool
and will not be considered a Pooled Mortgage Loan. The Washington Estates MHC
Non-Pooled Subordinate Loan will constitute a Non-Pooled Subordinate Loan.

         "Washington Estates MHC Non-Pooled Noteholder": The holder of the
Washington Estates MHC Non-Pooled Subordinate Loan.

         "Washington Estates MHC Pooled Mortgage Loan": The Pooled Mortgage Loan
secured by the Washington Estates MHC Mortgaged Property.

         "Weighted Average REMIC I Remittance Rate": As defined in Section
2.15(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 March 10, 2005, between WFB as
seller and the Depositor as purchaser.

                                      -74-


         "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
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%.

         "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

                                      -75-


allocable to any particular Pooled Mortgage Loan (whether or not such Pooled
Mortgage Loan constitutes part of a Cross-Collateralized Group, but excluding 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, 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 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

                                      -76-


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) The parties hereto acknowledge that any payments, collections and
recoveries received by the parties to a Non-Trust Servicing Agreement related to
the related 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 the related Non-Trust Servicing
Agreement. Amounts collected on or with respect to the Marquis Apartments Loan
Group or any related REO Property shall be applied (i) prior to the date (if
any) when the holder of the Marquis Apartments Non-Pooled Mortgage Loan
exercises its option in its sole discretion to subordinate such Non-Pooled
Mortgage Loan to the related Pooled Mortgage Loan, in the aggregate in
accordance with Section 1.03(a) or Section 1.03(b), as applicable, and, as
between the Marquis Apartments Pooled Mortgage Loan and the Marquis Apartments
Non-Pooled Mortgage Loan, on a pro rata basis according to their respective
outstanding principal balances, and (ii) on and after the date (if any) when the
holder of the Marquis Apartments Non-Pooled Mortgage Loan exercises its option
in its sole discretion to subordinate such Non-Pooled Mortgage Loan to the
related Pooled Mortgage Loan, in accordance with Section 2(c) of the Marquis
Apartments Intercreditor Agreement. Amounts collected on or with respect to the
Plaza La Cienega Loan Group or any related REO Property or with respect to the
Garden State Pavilion Loan Group or any related REO Property shall be applied
(i) in accordance with Section 1(b) of the Plaza La Cienega Intercreditor
Agreement or the Garden State Pavilion Intercreditor Agreement, as the case may
be, at any time prior to the date (if any) on which the Non-Pooled Mortgage Loan
in such Mortgage Loan Group becomes pari passu in right of payment with the
related Pooled Mortgage Loan pursuant to the terms of the applicable Mortgage
Loan Group Intercreditor Agreement, and (ii) in the aggregate in accordance with
Section 1.03(a) or Section 1.03(b), as applicable, and, as between the Pooled
Mortgage Loan in such Mortgage Loan Group and the Non-Pooled Mortgage Loan in
such Mortgage Loan Group, on a pro rata basis according to their respective
outstanding principal balances, at any time on or after the date (if any) on
which the Non-Pooled Mortgage Loan becomes pari passu in right of payment with
the related Pooled Mortgage Loan pursuant to the terms of the related
Intercreditor Agreement.

         (d) 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.

         (e) 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 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

                                      -77-


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.

                                      -78-


                                   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 2005-PWR7". 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. It is not intended that this Agreement 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 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, 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 related
REO Account. This conveyance is subject, however, to the right of 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, 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

                                      -79-


payable on such Mortgage Loans on or prior to the related Due Date in March 2005
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 Form UCC-1 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, 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" and, 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 original Letters of Credit and Reserve Funds,
which are to be transferred to the applicable Master Servicer) 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 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


                                      -80-


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 the related Pooled Mortgage Loan Seller's
rights as the beneficiary thereof and drawing party thereunder. 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, the Fiscal Agent, any
Custodian, either Master Servicer or the 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.

         (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

                                      -81-


hereto acknowledge that the BSCMI Pooled Mortgage Loan Purchase Agreement, the
WFB Pooled Mortgage Loan Agreement and the Nationwide Pooled Mortgage Loan
Agreement require BSCMI, 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
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 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
Special Servicer, 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 as a Sub-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 shall hold all such documents,
records and funds

                                      -82-


that it so receives on behalf of the Trustee in trust for the benefit of the
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 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 such Letters of Credit in trust
for the benefit of the Trustee. 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 45th 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 "Courtyard
Marriott DC", "Holiday Inn Council Bluffs" and "Hampton Inn Council Bluffs") 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

                                      -83-


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.

         (d) None of the Depositor, the Certificate Administrator, the Trustee,
the Master Servicers, the Special Servicer 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
Special Servicer 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.

                                      -84-


         (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 "Courtyard Marriott DC", "Holiday Inn Council Bluffs"
and "Hampton Inn Council Bluffs") 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.

         (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 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

                                      -85-


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 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) 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

                                      -86-


    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 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)

                                      -87-


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.

         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

                                      -88-


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 Servicer 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 the 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, the 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 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 Special Servicer may
in its own name, or as provided 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 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
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.

         (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

                                      -89-


    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 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.

                                      -90-


              (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
    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.

                                      -91-


         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.

              (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.

                                      -92-


              (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 Special Servicer.

         (a) The 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 Special Servicer is a corporation duly organized, validly
    existing and in good standing under the laws of the State of Delaware, the
    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 Special Servicer's ability to perform its obligations
    under this Agreement.

              (ii) The Special Servicer's execution and delivery of, performance
    under and compliance with this Agreement will not violate the 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 Special Servicer,
    is likely to affect materially and adversely the ability of the Special
    Servicer to perform its obligations under this Agreement.

              (iii) The Special Servicer has the full power and authority to
    enter into and consummate all transactions involving the 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 Special Servicer, enforceable against the 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 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
    Special Servicer's good faith and reasonable judgment, is likely to affect
    materially and adversely the ability of the 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 Special Servicer of the transactions contemplated
    herein, except for those consents, approvals, licenses, authorizations or
    orders that previously have

                                      -93-


    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 Special Servicer to perform its obligations under this
    Agreement.

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

              (viii) The 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 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 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.

         SECTION 2.08. [Reserved].

         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

                                      -94-


    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.

              (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.

                                      -95-


              (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.

              (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

                                      -96-


    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.

              (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.

                                      -97-


         SECTION 2.12. Representations and Warranties of the Fiscal Agent.

         (a) The Fiscal Agent 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 Fiscal Agent is a foreign banking corporation duly
    organized, validly existing and in good standing under the laws governing
    its creation and possesses all licenses and authorizations necessary to the
    performance of its obligations under this Agreement.

              (ii) The execution and delivery of this Agreement by the Fiscal
    Agent, and the performance and compliance with the terms of this Agreement
    by the Fiscal Agent, will not violate the Fiscal Agent's 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 the Fiscal Agent's
    good faith and reasonable judgment, is likely to materially and adversely
    affect the ability of the Fiscal Agent to perform its obligations under this
    Agreement.

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

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

              (v) The Fiscal Agent is not in violation of, and its execution and
    delivery of this Agreement and its performance and compliance with the terms
    of this Agreement will not constitute a violation of, any law, any order or
    decree of any court or arbiter, or any order, regulation or demand of any
    federal, state or local governmental or regulatory authority, which
    violation, in the Fiscal Agent's good faith and reasonable judgment, is
    likely to affect materially and adversely the ability of the 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 the 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 the Fiscal
    Agent's knowledge, threatened against the Fiscal Agent that, if determined
    adversely to the Fiscal Agent, would prohibit the Fiscal Agent from entering
    into this Agreement or that, in the Fiscal Agent's good faith and reasonable
    judgment, is likely to materially and adversely affect the ability of the
    Fiscal Agent to perform its obligations under this Agreement.

         (b) The representations and warranties of the Fiscal Agent set forth in
Section 2.12(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 2.12(a), subject to such appropriate modifications to the

                                      -98-


representation and warranty set forth in Section 2.12(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 2.13. 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 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

                                      -99-


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 in effect for the
related Original Pooled Mortgage Loan 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 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 in effect for the related Pooled
Mortgage Loan 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
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 2005 or December of any year thereafter that does not immediately precede a
leap year or (y) January of 2006 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 2006 or February 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 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

                                     -100-


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 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 2.14. 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 Regular Interest Certificates
and the Class R Certificates. The Trustee acknowledges the assignment to it of
the REMIC I Regular Interests and declares that it holds and will hold the same
in trust for the exclusive use and benefit of all present and future Holders of
the Regular Interest Certificates and the Class R Certificates.

SECTION 2.15. 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 2.14 and in exchange therefor, the REMIC II
Regular Interests and the REMIC II Residual Interest shall be issued. There
shall be thirty-five (35) separate REMIC II Regular Interests. Neither the REMIC
II Residual Interest nor any of the REMIC II Regular Interests shall be
certificated. The REMIC II Regular Interests and the REMIC II Residual Interest
shall collectively constitute the entire beneficial ownership of REMIC II.

         (c) The REMIC II Regular Interests shall constitute the "regular
interests" (within the meaning of Section 860G(a)(1) of the Code), and the REMIC
II Residual Interest shall constitute the sole "residual interest" (within the
meaning of Section 860G(a)(2) of the Code), in REMIC II. None of the parties
hereto, to the extent it is within the control thereof, shall create or permit
the creation of any other "interests" in REMIC II (within the meaning of
Treasury Regulations Section 1.860D-1(b)(1)).

         (d) The REMIC II Regular Interests will have the alphabetic or
alphanumeric designations indicated in the table set forth in the Preliminary
Statement under the caption "REMIC II".


                                     -101-


         (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 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 2.16. 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


                                     -102-


to the Trustee for the benefit of the Holders of the Regular Interest
Certificates and the Class R Certificates. The Trustee acknowledges the
assignment to it of the REMIC II Regular Interests and declares that it holds
and will hold the same in trust for the exclusive use and benefit of all present
and future Holders of the Regular Interest Certificates and the Class R
Certificates.

         SECTION 2.17. Creation of REMIC III; Issuance of the Regular Interest
                       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 2.16 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 Regular Interest Certificates in authorized
denominations. There shall be twenty-three (23) Classes of Regular Interest
Certificates. 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 and 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. The REMIC III Residual Interest
shall not be certificated. The interests evidenced by the Regular Interest
Certificates, together with the REMIC III Residual Interest, shall collectively
constitute the entire beneficial ownership of REMIC III.

         (c) The respective interests evidenced by the various Classes of the
Regular Interest 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 and the Regular Interest
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
Class of Principal Balance Certificates shall equal the amount set forth
opposite such Class in the table set forth in the Preliminary Statement under
the caption "REMIC III". On each Distribution Date, the Class Principal Balance
of each Class of Principal Balance Certificates shall be permanently reduced by
any distributions of principal made in respect of such Class of Certificates 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 Class of Principal Balance Certificates shall not otherwise be increased or
reduced. Distributions in reimbursement of the Holders of any such Class of
Principal Balance 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 Certificates or of the related Class Principal Balance.

         The Interest Only Certificates shall not have principal balances. For
purposes of accruing interest, however, each Class of Interest Only Certificates
shall have or be deemed to have a Class Notional Amount that is, as of any date
of determination, equal to: (i) in the case of the Class X-1 Certificates, the
total of the then Component Notional

                                     -103-


Amounts of the REMIC III Components of the Class X-1 Certificates; and (ii) in
the case of the Class X-2 Certificates, (A) from the Closing Date through and
including the Distribution Date in March 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 March 2013, zero
($0).

         None of the REMIC III Components of the Class X-1 Certificates or the
REMIC III Components of the Class X-2 Certificates shall have a principal
balance. For purposes of accruing interest, however, each REMIC III Component of
the Class X-1 Certificates and each REMIC III Component of the Class X-2
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 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 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 Regular Interest 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 4.386% per annum; (b) with respect to the
Class A-2 Certificates, an annual rate equal to 4.945% per annum; (c) with
respect to the Class A-AB Certificates, an annual rate equal to 4.980% per
annum; (d) with respect to the Class A-3 Certificates, an annual rate equal to
the lesser of (i) 5.116% per annum and (ii) the REMIC II Remittance Rate in
respect of REMIC II Regular Interest A-3 for the subject Interest Accrual
Period; (e) with respect to the Class A-J Certificates, an annual rate equal to
the lesser of (i) 5.172% per annum and (ii) the REMIC II Remittance Rate in
respect of REMIC II Regular Interest A-J for the subject Interest Accrual
Period; (f) with respect to the Class B Certificates, an annual rate equal to
the lesser of (i) 5.214% per annum and (ii) the REMIC II Remittance Rate in
respect of REMIC II Regular Interest B for the subject Interest Accrual Period;
(g) with respect to the Class C Certificates, an annual rate equal to the lesser
of (i) 5.235% per annum and (ii) the REMIC II Remittance Rate in respect of
REMIC II Regular Interest C for the subject Interest Accrual Period; (h) with
respect to the Class D Certificates, an annual rate equal to the lesser of (i)
5.304% per annum and (ii) the REMIC II Remittance Rate in respect of REMIC II
Regular Interest D for the subject Interest Accrual Period; (i) with respect to
the Class E Certificates, an annual rate equal to the REMIC II Remittance Rate
in respect of REMIC II Regular Interest E for the subject Interest Accrual
Period minus 0.020%; (j) with respect to the Class F Certificates, an annual
rate equal to the REMIC II Remittance Rate in respect of REMIC II Regular
Interest F for the subject Interest Accrual Period; (k) with respect to the
Class G Certificates, an annual rate equal to the REMIC II Remittance Rate in
respect of REMIC II Regular Interest G for the subject Interest Accrual Period;
(l) 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; (m) with respect to the Class J Certificates, an annual
rate equal to the lesser of (i) 4.963% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest J for the subject
Interest Accrual Period; (n) with respect to the Class K Certificates, an annual
rate equal to the lesser of (i) 4.963% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest K for the subject
Interest Accrual Period; (o) with respect to the Class L Certificates, an annual
rate equal to the lesser of (i) 4.963% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest L for the subject
Interest Accrual Period; (p) with respect to the Class M Certificates, an annual
rate equal to the lesser of (i) 4.963% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest M for the subject
Interest Accrual Period; (q) with respect to the Class N Certificates, an annual
rate equal to the lesser of (i) 4.963% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest N for the subject
Interest Accrual Period; (r) with respect to the Class P Certificates, an annual
rate equal to the lesser of (i) 4.963% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest P for the subject
Interest Accrual Period; (s) with respect to the Class Q Certificates, an annual
rate equal to the lesser of (i) 4.963% per annum and (ii) the REMIC II
Remittance Rate in respect of REMIC II Regular Interest Q for the subject
Interest Accrual Period; (t) with respect to the Class X-1 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-1 Strip Rates applicable to the
respective REMIC III Components of the Class X-1 Certificates for such Interest
Accrual Period, weighted on the

                                     -104-


basis of the respective Component Notional Amounts of such REMIC III Components
outstanding immediately prior to the related Distribution Date; and (u) 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
March 2013, the Pass-Through Rate of the Class X-2 Certificates shall equal 0%
per annum. For purposes of clause (w) 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 March 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 for the related Distribution
                   Date 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 for the related
                   Distribution Date 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.

         (g) The REMIC III Residual Interest shall not have a principal balance
and shall not bear interest.

         SECTION 2.18. 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

                                     -105-


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 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.

                                     -106-


                                   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 the 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 Servicer pursuant to this
Agreement, no provision herein contained shall be construed as an express or
implied guarantee by either Master Servicer or the 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 the 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, the
Special Servicer, the Trustee or the Fiscal Agent 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) the 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 (y) each Administered REO Property; 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 Special Servicer
within three Business Days following its receipt of any collections on any
Specially Serviced Mortgage Loan, the 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 otherwise specified, shall be construed to refer also to each
Serviced Mortgage Loan Group in its entirety (but any other

                                     -107-


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 Servicer shall each have
full power and authority, acting alone or, subject to Section 3.22, through
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 the Special Servicer (with respect to
the Specially Serviced Mortgage Loans and Administered REO Properties), 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 and 3.24, 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 the Special Servicer, furnish,
or cause to be so furnished, to such Master Servicer or the 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 the 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 the
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 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.

         (d) The relationship of each Master Servicer and the 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 Master Servicer

                                     -108-


and the 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.

         (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 the 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 the Non-Trust-Serviced
Pooled Mortgage Loans are not Serviced Mortgage Loans hereunder, PAR as a Master
Servicer hereunder (and any successors to PAR in such capacity) shall have
certain duties and shall constitute the "applicable Master Servicer" hereunder
with respect to the 11 Penn Plaza Pooled Mortgage Loan and 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" with
respect to the Miller/WRI Portfolio Pooled Mortgage Loans.

         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 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,
with respect to modifications, waivers and amendments of a 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 next succeeding sentence),
if (i) the Trustee is requested to take any action in its capacity as holder 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,
or (ii) 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

                                     -109-


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); and provided, further,
that if the Trustee's consent is sought with respect to any loan-level action
under the related Non-Trust Servicing Agreement as to which, if such action were
taken under this Agreement, written confirmation would be required 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
Trustee shall not grant such consent without first having obtained such 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). 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 either Grantor Trust Pool, (C)
expose the Trust, the Depositor, a Master Servicer, the Special Servicer, the
Fiscal Agent, 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) 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 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 Servicer
shall, with respect to any Mortgage Loan that constitutes an ARD Mortgage Loan
after its Anticipated Repayment Date, take any

                                     -110-


enforcement action with respect to the payment of Post-ARD Additional Interest
(other than the making of requests for its collection), and the 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 the 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 Special Servicer, which shall have, as
and to the extent contemplated by Section 3.24, obtained the consent of the
Controlling Class Representative.

         (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 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:

              (i) in the case of the 11 Penn Plaza Pooled Mortgage Loan,
    promptly following the Closing Date, the Trustee shall send written notice,
    accompanied by an executed version of this Agreement, to the trustee under
    the Series 2004-PWR6 PSA and the related Non-Trust Master Servicer stating
    that, as of the Closing Date, the Trustee is the holder of the 11 Penn Plaza
    Pooled Mortgage Loan and directing each such recipient to remit to PAR as
    Master Servicer all amounts payable to, and to forward, deliver or otherwise
    make available, as the case may be, to PAR as Master Servicer all reports,
    statements, documents, communications and other information that are to be
    forwarded, delivered or otherwise made available to, the holder of the 11
    Penn Plaza Pooled Mortgage Loan under the related Mortgage Loan Group
    Intercreditor Agreement and the Series 2004-PWR6 PSA; in addition, such
    notice shall provide contact information for the Trustee, PAR, the Special
    Servicer and the Controlling Class Representative.

              (ii) in the case of the Miller/WRI Portfolio Pooled Mortgage
    Loans, promptly following the Closing Date, the applicable Master Servicer
    shall deliver, or cause to be delivered, written notice to 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
    such Non-Trust Master Servicer 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 the applicable Non-Trust Servicing
    Agreement;

              (iii) 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 a Non-Trust Master Servicer or any other party
    under a Non-Trust Servicing Agreement;

              (iv) 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

                                     -111-


    Borrower has failed to make such Monthly Payment, the remittance date for
    such Monthly Payment has not yet occurred under the terms of the applicable
    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 or, if it fails to do so, the Fiscal Agent,
    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 (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

              (v) 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.

         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 Special
Servicer, the Trustee or the Fiscal Agent, as applicable, for any unreimbursed
Servicing Advances made thereby with respect to such Mortgage Loan to cover any
of the items described in the immediately preceding clause (i); (iii) to refund
to the related Borrower any sums as may be determined to be overages; (iv) to
pay interest or other income, if required and as described below, to the related
Borrower on balances in the Servicing Account (or, if and to the extent not
payable to the related Borrower to pay such interest or other income (up to the
amount of any Net Investment Earnings in respect of such Servicing Account for
each Collection Period) to such Master Servicer); (v) 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
Special Servicer from the Borrower under any Serviced Mortgage Loan,

                                     -112-


and in any event within one Business Day after any such receipt, the Special
Servicer shall remit such Escrow Payments to the applicable Master Servicer for
deposit in the applicable Servicing Account(s).

         (b) The 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 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 the Special Servicer on behalf of the Trust to enforce any
obligations of the related Borrower under such Mortgage Loan.

         (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

                                     -113-


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, the Trustee or the Fiscal Agent, 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 the Special
Servicer from any Borrower, and in any event within one Business Day of such
receipt, the 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 the Special Servicer to enable such Master
Servicer or the 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 the 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 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
remediations within a reasonable time after the later of the Closing Date and
the date as of which such action or remediations are required to 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 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 Special Servicer, the Controlling Class Representative and any affected
Serviced Non-Pooled Mortgage Loan Noteholders if such 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.

                                     -114-


         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 the Special Servicer pursuant to Section 3.07(b) in connection
    with losses resulting from a deductible clause in a blanket or master force
    placed hazard insurance policy;

              (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; and

              (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.

         In addition, the applicable Master Servicer shall deposit into its
Collection Account, promptly upon receipt thereof if such Master Servicer is
also a Non-Trust Master Servicer and otherwise within one Business Day

                                     -115-


following receipt thereof, all remittances to the Trust under the related
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 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 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.

         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 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 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 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
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 Special Servicer with respect to
an Administered REO Property shall be deposited by the 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 Regular
Interest 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

                                     -116-


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 or the Fiscal Agent 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 2006, 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 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 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

                                     -117-


and held on behalf of the related Serviced Non-Pooled Pari Passu Companion
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: (1) the obligation of the applicable Master
Servicer to establish and maintain such account with respect to each of the
Plaza La Cienega Non-Pooled Mortgage Loan and the Garden State Pavilion
Non-Pooled Mortgage Loan shall commence only on the date (if any) upon which the
Plaza La Cienega Non-Pooled Mortgage Loan or the Garden State Pavilion
Non-Pooled Mortgage Loan (as the case may be) becomes pari passu in right of
payment with the related Pooled Mortgage Loan; and (2) the obligation of the
applicable Master Servicer to maintain such account with respect to the Marquis
Apartments Non-Pooled Mortgage Loan shall terminate on the date (if any) upon
which the Marquis Apartments Non-Pooled Mortgage Loan becomes subordinate in
right of payment to the related Pooled Mortgage Loan (subject to the obligation
of the applicable Master Servicer to thereupon establish a Subordinate Note
Custodial Account under Section 3.04(f) and transfer thereto any amounts then on
deposit in the Subordinate Note Custodial Account for the Marquis Apartments
Non-Pooled Mortgage Loan). 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 subject Serviced Non-Pooled Pari Passu Companion Loan, including
    Principal Prepayments;

              (ii) all payments (from whatever source) on account of interest on
    the subject Serviced Non-Pooled Pari Passu Companion Loan, including Default
    Interest;

              (iii) all Prepayment Premiums and Yield Maintenance Charges
    received in respect of the subject Serviced 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);

              (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 Special Servicer pursuant to Section 3.07(b) in connection
    with losses on the subject Serviced 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
    Serviced 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).

                                     -118-


         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 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 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 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, 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
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 Special Servicer with
respect to an REO Property relating to the applicable Mortgage Loan Group shall
be deposited by the 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 any 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 the Special Servicer under this paragraph may be made as part of
an aggregate remittance under this paragraph and/or the final paragraph of
Section 3.04(a).

         To the extent of the applicable Serviced 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 Serviced 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 (collectively, the related "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, 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 (1) the obligation of the applicable Master Servicer to maintain
such account with respect to each of the Plaza La Cienega Non-Pooled Mortgage
Loan and the Garden State Pavilion Non-Pooled Mortgage Loan shall terminate on
the date (if any) upon which the Plaza La Cienega Non-Pooled Mortgage Loan or
the Garden State Pavilion Non-Pooled Mortgage Loan (as applicable) becomes pari
passu in right of payment with the related Pooled Mortgage Loan (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 Plaza La
Cienega Non-Pooled Mortgage Loan or the Garden State Pavilion Non-Pooled
Mortgage Loan, as applicable); (2) the obligation of the

                                     -119-


applicable Master Servicer to establish and maintain such account with respect
to the Marquis Apartments Non-Pooled Mortgage Loan shall commence only on the
date (if any) upon which the Marquis Apartments Non-Pooled Mortgage Loan becomes
subordinate in right of payment to the related Pooled Mortgage Loan; and (3) the
obligation of the applicable Master Servicer to establish and maintain such
account with respect to each of the Washington Estates MHC Non-Pooled
Subordinate Loan and the Forrest Brooke MHC Non-Pooled Subordinate Loan shall
commence only on the date when the Trust Fund as the holder of the related
Pooled Mortgage Loan (or the applicable Master Servicer on its behalf) becomes
entitled to collect funds in respect of such Non-Pooled Subordinate Loan under
the related Mortgage Loan Group Intercreditor Agreement. 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 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 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 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

                                     -120-


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 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 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 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, 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
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 Special Servicer with
respect to an REO Property relating to the applicable Mortgage Loan Group shall
be deposited by the 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 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 the Special Servicer under this paragraph may be made as part of
an aggregate remittance under this paragraph and/or the final paragraph of
Section 3.04(a).

         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.

         (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.

                                     -121-


         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 Fiscal Agent, 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, the Trustee's and the Fiscal Agent'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 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 Fiscal Agent, the Trustee, the 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 Servicer, such Master Servicer's,
    the Special Servicer's, the Trustee's and the Fiscal Agent'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;

                                     -122-


              (vi) to reimburse the Fiscal Agent, the Trustee, the 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 Fiscal Agent, the Trustee, the 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 Fiscal Agent, the Trustee, the 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 Fiscal Agent, the Trustee, the 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
    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 Special Servicer any items of Additional
    Special Servicing Compensation, in each case on deposit in such Collection
    Account from time to time;

              (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,

                                     -123-


    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 Special Servicer, the Depositor, the
    Certificate Administrator, the Tax Administrator, the Trustee, the Fiscal
    Agent, 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 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 Special Servicer, the Certificate
    Administrator, the Trustee, the Fiscal Agent 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;

              (xvii) to pay itself, the 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

                                     -124-


    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(s) of the related Non-Pooled Pari Passu Companion Loan(s),
    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
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 requesting Master Servicer, the Special Servicer, the Trustee, the
Fiscal Agent, 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 Special Servicer, the Trustee,
the Fiscal Agent, 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.

                                     -125-


         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 Fiscal Agent; second, to the
Trustee; and third, pro rata, to the applicable Master Servicer and the 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 Special Servicer from such Master
Servicer's Collection Account on each Master Servicer Remittance Date amounts
permitted to be paid to the Special Servicer therefrom based upon an Officer's
Certificate received from the Special Servicer on the first Business Day
following the immediately preceding Determination Date, describing the item and
amount to which the Special Servicer is entitled. Each Master Servicer may rely
conclusively on any such certificate and shall have no duty to re-calculate the
amounts stated therein. The Special Servicer shall keep and maintain separate
accounting for each Specially Serviced Mortgage Loan and REO Property on a
loan-by-loan and property-by-property basis, for the purpose of justifying any
request thereby for withdrawal from a Collection Account.

         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
    "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

                                     -126-


    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 or the Fiscal Agent 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 or the Fiscal Agent's) exercise
    of its sole option authorized by subsection (iv) below.

              (iii) Reimbursements of Workout-Delayed Reimbursement Amounts: The
    applicable Master Servicer, the Special Servicer, the Trustee and the Fiscal
    Agent, 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 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 and the Fiscal Agent) shall be entitled to
    rely conclusively upon any direction or notice received from

                                     -127-


    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, the Special Servicer, the Trustee or the Fiscal Agent 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, the
    Master Servicer, Special Servicer, Trustee or Fiscal Agent, as applicable,
    shall provide Moody's 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, the Special Servicer, the Trustee and/or the Fiscal Agent,
    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 or the Fiscal Agent, 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
    or the Fiscal Agent, 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 or
    the Fiscal Agent, as applicable) shall further be authorized to wait for
    principal collections to be received before making its 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.

                                     -128-


              None of the Master Servicer, the Trustee or the Fiscal Agent 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 or the Fiscal
    Agent, 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 or the Fiscal Agent, 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 or the Fiscal Agent, as
    applicable) to otherwise be reimbursed for such Nonrecoverable Advance (and
    Advance Interest thereon). Any such election by one of the Master Servicers,
    the Trustee or the Fiscal Agent 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, the Fiscal Agent 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 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, the Trustee and the 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)(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 or the Fiscal Agent, 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 or the Fiscal Agent, 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.

         (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, the Special Servicer, the Depositor, the Trustee, the Fiscal Agent
    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,

                                     -129-


    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 11.01(a) or Section 11.01(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 11.02(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 2006), 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); 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 Fiscal Agent, the
Depositor, each Master 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

                                     -130-


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 Noteholder the amounts to which the applicable Serviced Non-Pooled
    Pari Passu Companion 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 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 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 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 Special Servicer, the Trustee or the
    Fiscal Agent, 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 Special Servicer, the Trustee or the
    Fiscal Agent, 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 (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 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);

                                     -131-


              (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 Special Servicer, the Depositor, the
    Trustee, the Fiscal Agent, 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 Special Servicer, the Trustee, the
    Fiscal Agent 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 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 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 Fiscal Agent; second, to the Trustee; third, to the
Special Servicer; and fourth, to the applicable Master Servicer.

         The applicable Master Servicer shall pay to the Special Servicer from
the related Companion Note Custodial Account amounts permitted to be paid to the
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

                                     -132-


written statement of the 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 Fiscal Agent, 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 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 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 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);

              (v) to pay the 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 Special Servicer, the Trustee or the
    Fiscal Agent, 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 Special Servicer, the Trustee or the
    Fiscal Agent, as applicable, any Advance Interest then due and owing to such
    Person with respect to any Servicing Advance made by such Person

                                     -133-


    (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 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 Special Servicer, the Depositor, the
    Trustee, the Fiscal Agent, 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 Special Servicer, the Trustee, the
    Fiscal Agent 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;

              (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

                                     -134-


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 Fiscal Agent; second, to the Trustee; third, to the
Special Servicer; and fourth, to the applicable Master Servicer.

         The applicable Master Servicer shall pay to the Special Servicer from
the related Subordinate Note Custodial Account amounts permitted to be paid to
the 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 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 Fiscal Agent, the Depositor, the applicable Master
Servicer and the 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 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.

         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 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 Servicer or the Certificate Administrator, as
appropriate, is such depositary institution, such Master Servicer, the 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,

                                     -135-


that the funds in any Investment Account shall remain uninvested unless and
until the applicable Master Servicer, the 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 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, the 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, the 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, the 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 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 the 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 the 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, the 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

                                     -136-


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, the 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 Regular Interest 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, the Special Servicer or the Certificate Administrator). This provision
is in no way intended to limit any actions that a Master Servicer, the 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 (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 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
    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)
    require the related Borrower to obtain the requisite insurance coverage

                                     -137-


    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 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 Special Servicer (and, in connection therewith, the
Special Servicer shall be required to comply with any applicable provisions of
Section 3.24). 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 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 of the 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 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 Section 3.17(b) and/or Section 3.24, as applicable, with
respect to each Specially Serviced Mortgage Loan and Administered REO Property,
the Special Servicer shall use reasonable efforts, consistent with the

                                     -138-


Servicing Standard, to maintain (and, in the case of Specially Serviced Mortgage
Loans, the Special Servicer shall itself maintain, subject to the right of the
Special Servicer to (x) direct the applicable Master Servicer to make a
Servicing Advance for the costs associated with coverage that the 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 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 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 the
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 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 the Special Servicer in 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 the 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 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 the Special Servicer has long-term
unsecured debt obligations that are rated not lower than "A2" by Moody's and "A"
by Fitch and such Master Servicer or the 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 the Special Servicer, as
the case may be,

                                     -139-


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 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 Servicer 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
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 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 Special Servicer has actual knowledge of any event giving rise to a claim
under an Environmental Insurance Policy, the 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 Special Servicer) shall be (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 Servicer 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) 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 the 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 the 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 the Special
Servicer are rated not lower than "Baa2" by Moody's and "A" by Fitch, 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 Servicer 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 the Special

                                     -140-


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
the 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 the Special Servicer are rated not lower than "Baa2" by Moody's and
"A" by Fitch, 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 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 the consent
    of the Special Servicer (it being understood and agreed that (1) the
    applicable Master Servicer shall promptly provide the Special Servicer 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
    Special Servicer may reasonably request in order to withhold or grant any
    such consent, (2) the Special Servicer shall decide whether to withhold or
    grant such consent in accordance with the Servicing Standard (and subject to
    Section 3.24), (3) except with respect to any Nationwide Pooled Mortgage
    Loan, if any such consent has not been expressly denied within seven
    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 (4) solely with respect to
    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 Special Servicer's receipt of the applicable
    Master Servicer's recommendations and analysis, if the Special Servicer has
    not requested additional information as described above on or before the
    date that is four Business Days following the Special Servicer's initial
    receipt of the applicable Master Servicer's recommendations and analysis, or
    (y) within six Business Days following the Special Servicer's receipt of the
    additional information requested by the Special Servicer as described above,
    if the Special Servicer has requested such additional information on or
    before the date that is four Business Days following the 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

                                     -141-


    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 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 the Marquis Apartments Non-Pooled
    Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage Loan or the Garden
    State Pavilion Non-Pooled Mortgage 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 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 Marquis Apartments Non-Pooled Mortgage Loan
    Securities, the Plaza La Cienega Non-Pooled Mortgage Loan Securities or the
    Garden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable,
    that such action would not result in an Adverse Rating Event with respect to
    any class of Marquis Apartments Non-Pooled Mortgage Loan Securities, any
    class of Plaza La Cienega Non-Pooled Mortgage Loan Securities or any class
    of Garden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable,
    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
    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) 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 the Marquis Apartments Non-Pooled
    Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage Loan or the Garden
    State Pavilion Non-Pooled Mortgage 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 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 Marquis Apartments Non-Pooled Mortgage Loan
    Securities, the Plaza La Cienega Non-Pooled Mortgage Loan Securities or the
    Garden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable,
    that such action would not result in an Adverse Rating Event with respect to
    any class of Marquis Apartments Non-Pooled Mortgage Loan Securities, any
    class of Plaza La Cienega Non-Pooled Mortgage Loan Securities or any class
    of Garden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable,
    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 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 Special Servicer
    (pursuant to the approval procedures

                                     -142-


    described in clause (A) above) or (y) in the case of the Special Servicer,
    it has obtained the consent of the Controlling Class Representative if and
    to the extent required under Section 3.24);

              (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 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 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 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 either Grantor Trust Pool; and

              (G) the 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 Special Servicer has complied with Section
    3.24.

         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 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).

         (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 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

                                     -143-


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 affected Serviced
Mortgage Loan Group is the Marquis Apartments Loan Group, the Plaza La Cienega
Loan Group or the Garden State Pavilion Loan Group, 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 Marquis Apartments
Non-Pooled Mortgage Loan Securities, the Plaza La Cienega Non-Pooled Mortgage
Loan Securities or Garden State Pavilion Non-Pooled Mortgage Loan Securities, as
applicable, that such action would not result in an Adverse Rating Event with
respect to any class of Marquis Apartments Non-Pooled Mortgage Loan Securities,
any class of Plaza La Cienega Non-Pooled Mortgage Loan Securities or any class
of Garden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable,
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 Special Servicer shall, subject to Sections 3.09(b), 3.09(c),
3.09(d) and 3.24, 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 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 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, 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 Special Servicer shall consult
Independent counsel regarding the order and manner in which the Special Servicer
should foreclose upon or comparably proceed against such properties. The 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 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 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
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 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 the Special Servicer (as the
case may be) is authorized to have an Appraisal completed

                                     -144-


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 Servicer 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 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 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 Special
    Servicer; or

              (ii) the 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
    either Grantor Trust Pool.

         (c) Notwithstanding the foregoing provisions of this Section 3.09, the
Special Servicer shall not, on behalf of the Trust (and, in the case of a
Serviced Mortgage Loan Group, the related Serviced Non-Pooled 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 the 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 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 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 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

                                     -145-


    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 the 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 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, 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 of the related
Mortgaged Property from the lien of the related Mortgage, the Special Servicer
shall have notified the Rating Agencies, the Controlling Class Representative,
the Trustee, the applicable Master Servicer 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 Special Servicer's good faith
judgment, was consistent with the Servicing Standard.

         (e) The Special Servicer shall report to the Trustee, the applicable
Master Servicer and the Controlling Class Representative monthly in writing as
to any actions taken by the 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 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 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.

                                     -146-


         (g) Annually in each January, the applicable Master Servicer shall,
with the reasonable cooperation of the 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 Special Servicer and the Trustee.

         (h) As soon as the 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 and the related calculations to be subject to the approval of the
Controlling Class Representative) 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. The 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) and the Controlling Class Representative, 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

                                     -147-


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 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 the
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 the 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 11.05.

         (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

                                     -148-


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
                       and the Fiscal Agent 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 March 2005) 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. 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) 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.

         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

                                     -149-


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, any Fiscal Agent, the
Master Servicers, the Certificate Registrar and the Special Servicer against any
liability that may result if such transfer is not exempt from registration
and/or qualification under the Securities Act or other applicable federal and
state securities laws or is not made in accordance with such federal and state
laws or in accordance with the foregoing provisions of this paragraph. By its
acceptance of 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 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 3.29 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 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 Special Servicer under the other
    provisions of this Agreement;

                                     -150-


              (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;

              (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 the Special Servicer, the
Special Servicer shall promptly pay such amounts to the applicable Master
Servicer.

         (c) As compensation for its activities hereunder, the Special Servicer
shall be entitled to receive monthly the Special Servicing Fee with respect to
each Specially Serviced Mortgage Loan and each REO Mortgage Loan thereto that
relates to an Administered REO Property. 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 or REO Mortgage Loan shall cease to accrue as of the date a Liquidation
Event occurs in respect thereof or, in the case of 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 Serviced 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, the Special
Servicer shall be entitled to receive the Workout Fee with respect to each
Serviced Mortgage Loan that is a Corrected Mortgage Loan, 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

                                     -151-


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 Workout Fees earned with respect to a Serviced Mortgage Loan
in a Serviced Mortgage Loan Group that has a Serviced Non-Pooled Subordinate
Loan will be payable out of any proceeds 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 the Serviced Mortgage Loan 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 the Special Servicer is terminated or resigns, the 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 the 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 the 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 the 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 the 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, the 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 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, the Special
Servicer shall also be entitled to receive a Liquidation Fee with respect to
each Serviced Mortgage Loan 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 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 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 the 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) 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), or (E) any
Liquidation Event involving 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, the 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

                                     -152-


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
the Special Servicer's responsibilities and obligations under this Agreement and
except as otherwise expressly provided herein.

         (d) The 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 or any successor REO Mortgage
    Loan with respect thereto, to the extent that such Net Default Charges are
    payable to the Special Servicer under Section 3.29; and 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);

              (ii) 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 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 Special Servicer under the other provisions of
    this Agreement; and

              (iii) interest or other income earned on deposits in any REO
    Account maintained by the 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) and (ii)
of the preceding paragraph are collected by a Master Servicer, such Master
Servicer shall promptly pay such amounts to the Special Servicer and shall not
be required to deposit such amounts in such Master Servicer's Collection Account
pursuant to Section 3.04.

         (e) The Master Servicers and the Special Servicer 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 Servicer 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 the Special Servicer in accordance with
Section 3.19 or otherwise, the Special Servicer shall promptly provide such
Master Servicer with such documentation regarding the subject Servicing Advance
as such Master Servicer may reasonably request.

                                     -153-


         (f) If a Master Servicer or, as contemplated by Section 3.19, the
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 the 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 the 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 (or, if the Trustee fails to make such Advance, the Fiscal Agent) shall
make such Advance. If the Fiscal Agent makes any such Servicing Advance, the
Trustee shall be deemed not to be in default under this Agreement for failing to
do so.

         (g) The Master Servicers, the Special Servicer, the Trustee and the
Fiscal Agent 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 3.29, 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 Special Servicer, the Trustee or the Fiscal Agent, 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 a Companion Note
Custodial Account or Subordinate Note Custodial Account, as applicable.

         (h) Notwithstanding anything to the contrary set forth herein, none of
the Master Servicers, the Special Servicer, the Trustee or the Fiscal Agent
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 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 such determination), the Special Servicer and the Controlling
Class Representative, 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, the
Trustee or the Fiscal Agent 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 and the Fiscal Agent shall be entitled to conclusively
rely on any determination of nonrecoverability that may have been made by the
applicable Master Servicer or the Special Servicer or, if appropriate, any party
under the related

                                     -154-


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 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 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 Special Servicer, a copy of any such Officer's Certificate (and
accompanying information) of the 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 the Fiscal Agent shall also be promptly delivered to the
Certificate Administrator, the Controlling Class Representative, the Special
Servicer, the Master Servicer for the subject Mortgage Loan or REO Property and,
if affected, the related Non-Pooled Noteholder. 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 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 Servicing Advance (or Unliquidated Advance in respect
thereof) previously made hereunder by the applicable Master Servicer (or, if
applicable, the Trustee or the Fiscal Agent) constitutes a Nonrecoverable
Servicing Advance or that any proposed Servicing Advance by the applicable
Master Servicer (or, if applicable, the Trustee or the Fiscal Agent), 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 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 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 affected, the Serviced
Non-Pooled Mortgage Loan Noteholders, 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 "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, any affected Serviced Non-Pooled Mortgage Loan
Noteholder(s)) and the Special Servicer, and a copy of any such Officer's
Certificate (and accompanying information) of the 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, any affected
Serviced Non-Pooled Mortgage Loan Noteholder(s)).

         SECTION 3.12. Property Inspections; Collection of Financial Statements.

         (a) The 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)

                                     -155-


after the subject Serviced Mortgage Loan becomes a Specially Serviced Mortgage
Loan (and the 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 the 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 2006, or every second calendar
year beginning in 2006 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,
inspect or cause to be inspected the related Mortgaged Property every calendar
year beginning in 2005 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
Special Servicer has already done so during that period pursuant to the
preceding sentence. Each of the Master Servicers and the Special Servicer 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 the Special
Servicer, 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 Servicer shall deliver
to the Controlling Class Representative and, upon request, to the Certificate
Administrator and the Trustee a copy (or image in suitable electronic 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 the 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 the 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 ended December 31,
2004, the 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 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 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 and the
Controlling Class Representative, within 30 days of its receipt thereof.


                                     -156-



         SECTION 3.13. Annual Statement as to Compliance.

         Each of the Master Servicers and the Special Servicer shall deliver to
the Trustee, the Certificate Administrator, the Depositor, the Underwriters, the
Controlling Class Representative and (only if such delivery is being made by the
applicable Master Servicer or the Special Servicer for the related Serviced
Mortgage Loan Group) the respective Serviced Non-Pooled Mortgage Loan
Noteholder(s), on or before March 15 of each year, beginning in 2006, an
Officer's Certificate (the "Annual Performance Certification") stating, as to
the signer thereof, that (i) a review of the activities of such Master Servicer
or the Special Servicer, as the case may be, during the preceding calendar year
and of its performance under this Agreement has been made under such officer's
supervision, (ii) to the best of such officer's knowledge, based on such review,
such Master Servicer or the Special Servicer, as the case may be, has fulfilled
all of its obligations under this Agreement in all material respects throughout
such year (or, if there has been a default in the fulfillment of any such
obligation, specifying each such default known to such officer and the nature
and status thereof), and (iii) such Master Servicer or the Special Servicer, as
the case may be, has received no notice regarding the qualification, or
challenging the status, of any REMIC Pool as a REMIC or either Grantor Trust
Pool as a Grantor Trust from the IRS or any other governmental agency or body
(or, if it has received any such notice, specifying the details thereof).
Notwithstanding the foregoing, each required Annual Performance Certification
shall be delivered on or before May 1st (rather than March 15) of each year
after (i) notice is provided by the Certificate Administrator of its filing of a
Form 15 relating to the automatic suspension of reporting in respect of the
Trust under the Exchange Act as provided for in Section 8.15(a) and (ii) with
respect to each of the Marquis Apartments Non-Pooled Mortgage Loan, the Plaza La
Cienega Non-Pooled Mortgage Loan and the Garden State Pavilion Non-Pooled
Mortgage Loan, notice is provided by each counterpart to the Certificate
Administrator in any securitization of such Non-Pooled Mortgage Loan of its
filing of a Form 15 relating to automatic suspension of reporting under a
provision in the pooling and servicing agreement related to such securitization
that is similar to Section 8.15(a), provided that a copy of such agreement has
been delivered to the parties hereto unless such party was a party to such other
pooling and servicing agreement.

         SECTION 3.14. Reports by Independent Public Accountants.

         On or before March 15 of each year, beginning in 2006, each of the
Master Servicers and the Special Servicer, at its expense, shall cause a firm of
independent public accountants that is a member of the American Institute of
Certified Public Accountants to render and to deliver (or shall itself deliver
such a statement that has been rendered) a statement (the "Annual Accountants'
Report") 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 the Special
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 the Special
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 Special 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. Notwithstanding the foregoing, each required Annual
Accountants' Report shall be delivered on or before May 1st (rather than March
15) of each year after (i) notice is provided by the Certificate Administrator
of its filing of a Form 15 relating to the automatic suspension of reporting in
respect of the Trust under the Exchange Act as provided for in Section 8.15(a)
and (ii) with respect to each of the Marquis

                                     -157-


Apartments Non-Pooled Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage
Loan and the Garden State Pavilion Non-Pooled Mortgage Loan, notice is provided
by each counterpart to the Certificate Administrator in any securitization of
such Non-Pooled Mortgage Loan of its filing of a Form 15 relating to automatic
suspension of reporting under a provision in the pooling and servicing agreement
related to such securitization that is similar to Section 8.15(a), provided that
a copy of such agreement has been delivered to the parties hereto unless such
party was a party to such other pooling and servicing agreement.

         SECTION 3.15. Access to Information.

         (a) Each of the Master Servicers and the Special Servicer 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 Fiscal Agent, 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
Noteholders, only the related Serviced Non-Pooled Mortgage Loans) 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 Fiscal Agent, 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
Servicer 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 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 made not
more frequently than once a month during the normal business hours of the Master
Servicers and the Special Servicer, each of the Master Servicers and the Special
Servicer shall, without charge, make a knowledgeable Servicing Officer available
either by telephone (with Servicing Officers of each of the Master Servicers and
Special Servicer participating simultaneously if the Controlling Class
Representative so requests) or, at the option of the Controlling Class
Representative if it provides reasonable advance notice, at the office of such
Servicing Officer, to verbally answer questions from the Controlling Class
Representative regarding the performance and servicing of the Serviced Mortgage
Loans and/or Administered REO Properties for which such Master Servicer or the
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 the 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 the 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.

                                     -158-


         (e) None of the Master Servicers or the Special Servicer 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 Servicer (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 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 the Special Servicer shall be a
manager-managed limited liability company, with the 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 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 the
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 to the end of the third calendar
year following the year in which such acquisition occurred will not result in an
Adverse REMIC Event with respect to any REMIC Pool or an Adverse Grantor Trust
Event with respect to either Grantor Trust Pool. Regardless of whether the
Special Servicer applies for or is granted the REO Extension contemplated by
clause (i) of the immediately preceding sentence or obtains the Opinion of
Counsel referred to in clause (ii) of such sentence, the Special Servicer shall
act in accordance with the Servicing Standard to liquidate the subject
Administered REO Property on a timely basis. If the Special Servicer is granted
such REO Extension or obtains such Opinion of Counsel with respect to any
Administered REO Property, the Special Servicer shall (i) promptly forward a
copy of such REO Extension or Opinion of Counsel to the Trustee, and (ii) sell
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 the Special Servicer in connection with
its applying for and being granted the REO Extension contemplated by clause (i)
of the third preceding sentence or its obtaining the Opinion of Counsel
contemplated by clause (ii) 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 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
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 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

                                     -159-


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 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 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 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, the 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 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
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) The Special Servicer shall keep and maintain separate records, on a
property-by-property basis, for the purpose of accounting for all deposits to,
and withdrawals from, 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 Special Servicer shall review
the operation of such Mortgaged Property and determine the nature of the income
that would be derived from such property if it were acquired by the Trust. If
the Special Servicer determines from such review that:

              (i) None of the income from Directly Operating such Mortgaged
    Property would be subject to tax as "net income from foreclosure property"
    within the meaning of the REMIC Provisions (such tax referred to herein as
    an "REO Tax"), then such Mortgaged Property may be Directly Operated by the
    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

                                     -160-


    the Special Servicer may (provided that in the judgment of the Special
    Servicer, exercised in accordance with the Servicing Standard, it is
    commercially reasonable) so lease or otherwise operate such REO Property; or

              (iii) It is reasonable to believe that Directly Operating such
    property as REO Property could result in income subject to an REO Tax and
    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 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 the Special
    Servicer shall deliver to the Tax Administrator and the Controlling Class
    Representative, 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 Special Servicer and shall advise
    the Special Servicer of the Trust's federal income tax reporting position
    with respect to the various sources of income that the Trust would derive
    under the Proposed Plan. In addition, the Tax Administrator shall (to the
    maximum extent reasonably possible and at a reasonable fee, which fee shall
    be an expense of the Trust) advise the Special Servicer of the estimated
    amount of taxes that the Trust would be required to pay with respect to each
    such source of income. After receiving the information described in the two
    preceding sentences from the Tax Administrator, the Special Servicer shall
    either (A) implement the Proposed Plan (after acquiring the respective
    Mortgaged Property as REO Property) or (B) manage and operate such property
    in a manner that would not result in the imposition of an REO Tax on the
    income derived from such property.

         Subject to Section 3.17(b), the Special Servicer's decision as to how
each Administered REO Property shall be managed and operated shall be in
accordance with the Servicing Standard. Neither the 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 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 either Grantor Trust Pool. Except as contemplated by Section
3.17(a), the Special Servicer shall not enter into any lease, contract or other
agreement with respect to any Administered REO Property that causes the Trust to
receive, and (unless required to do so under any lease, contract or agreement to
which the Special Servicer or the Trust may become a party or successor to a
party due to a foreclosure, deed-in-lieu of foreclosure or other similar
exercise of a creditor's rights or remedies with respect to the related 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 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;

                                     -161-


              (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 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 the 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 the 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.

         (c) The 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 the Special Servicer upon receipt;

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

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

The Special Servicer shall be entitled to enter into any agreement with any
Independent Contractor performing services for it related to its duties and
obligations hereunder for indemnification of the Special Servicer by such
Independent Contractor, and nothing in this Agreement shall be deemed to limit
or modify such indemnification. To the extent the costs of any contract with any
Independent Contractor for the operation and management of any 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 Special
Servicer shall not:

                                     -162-


              (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.

         SECTION 3.18. Fair Value Option; Sale of Administered REO Properties;
Sale of Non-Trust- Serviced Pooled Mortgage Loans.

         (a) The applicable Master Servicer, the 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 as set forth in the related
intercreditor agreement or (iv) 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 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, in
writing. In addition, the 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 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 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 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 Special Servicer's reasonable
judgment, materially affect, the Special Servicer's most recent Fair Value
determination with respect to such Specially Designated Defaulted Pooled
Mortgage Loan, then the Special Servicer shall redetermine (in a manner as is
permitted above, but taking into account any such new circumstances or
conditions known to the 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
Special Servicer has not accepted a bid at the Fair Value of the Mortgage Loan,
as most recently determined by the Special Servicer, prior to the expiration of
90 days from such determination, and thereafter the Special Servicer receives a
bid at such Fair Value or a request from a holder of the

                                     -163-


Purchase Option for an updated determination of the Fair Value of the Mortgage
Loan, the Special Servicer shall redetermine (in the same manner as provided
above, but taking into account any such new circumstances or conditions known to
the 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 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 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 Special Servicer shall refer to all relevant
information contained in the Servicing File, shall take 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 Special Servicer
shall take account of any change in the circumstances regarding or the condition
of the related Mortgaged Property known to the 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
Special Servicer shall consider available objective third-party information
obtained from generally available sources, as well as information obtained from
vendors providing real estate services to the Special Servicer, concerning the
market for distressed real estate loans and the real estate market for the
subject property type in the area where the related Mortgaged Property is
located. The Special Servicer may, to the extent it is reasonable to do so in
accordance with the Servicing Standard, conclusively rely on any opinions or
reports of qualified Independent 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
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 Special
Servicer in order to allow the 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 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 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

                                     -164-


    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 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 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 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 Special
    Servicer or its assignee within the 30-day period following the assignment
    of such Purchase Option to the 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 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 Special Servicer that the 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 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
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
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 Special Servicer
shall provide the Trustee with all information that the 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 Special Servicer:

              (i) written notice of its intention to purchase such Mortgage Loan
    at the Option Price; and

                                     -165-


              (ii) if such party is the assignee of the 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 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 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 Special Servicer, as applicable.

         Notwithstanding the Purchase Option provided for in this Section
3.18(c), the 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 a Non-Trust Servicing Agreement and/or pursuant to the
related Mortgage Loan Group Intercreditor Agreement, the Trustee shall sell such
related Non-Trust-Serviced Pooled Mortgage Loan in accordance with such
agreement.

         (d) The 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
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 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 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 Special Servicer shall give the Certificate Administrator, the
Trustee, the applicable Master Servicer and the Controlling Class Representative
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 Special
Servicer or, if such cash bid is from the Special Servicer or any Affiliate of
the Special Servicer, by the Trustee. In determining whether any bid received
from the Special Servicer or an Affiliate of the 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 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 Special
Servicer if neither the Special Servicer nor any Affiliate thereof is bidding
with respect to the subject Administered REO Property and (ii) selected by the
Trustee if either

                                     -166-


the 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
Special Servicer shall require that all bids be submitted to it (or, if the
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 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 Property related to
a Mortgage Loan Group serviced hereunder, 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 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 Special
Servicer or any Affiliate) have been received. In the event the bid of the
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 Special Servicer or any Affiliate
thereof is the highest of all bids received, then the bid of the 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 Special Servicer for any Administered REO Property shall be unconditional;
and, if accepted, the subject Administered REO Property shall be transferred to
the 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 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 Special Servicer
may charge prospective bidders, and may retain, fees that approximate the
Special Servicer's actual costs in the preparation and delivery of information
pertaining to such sales or evaluating bids without obligation to deposit such
amounts into a Collection Account; provided, that if the Special Servicer was
previously reimbursed for such costs from the Collection Account, then the
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 Special Servicer nor the Trustee shall have any liability to any
Certificateholder with respect to the purchase price therefor accepted by the
Special Servicer or the Trustee.

         (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 such 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

                                     -167-


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 Special Servicer or the Trustee shall have any liability to
any Certificateholder with respect to the purchase price for a
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 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 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
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 the Marquis
Apartments Loan Group, the Plaza La Cienega Loan Group or the Garden State
Pavilion Loan Group and such Mortgage Loan Group includes one or more Non-Pooled
Mortgage Loans that are pari passu in right of payment with such Pooled Mortgage
Loan at the time of the exercise of the Purchase Option, then the applicable
Purchase Option Holder that exercises the Purchase Option must also purchase
such related Non-Pooled Mortgage Loan(s) 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.

         (k) 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 (i) the 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, or (v) 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 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 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 Special
Servicer has no knowledge of changed circumstances that in the 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 Special Servicer when
the Appraisal is received by the Special Servicer. Promptly following the
receipt of, and based upon, such Appraisal, the Special Servicer, in
consultation with the Controlling Class Representative, shall determine 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. For purposes of this Section 3.19(a), an

                                     -168-


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 Special Servicer.

         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 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 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 Special Servicer when the Appraisal is received by the Special Servicer.
Promptly following the receipt of, and based upon, such update, the Special
Servicer shall redetermine, in consultation with the Controlling Class
Representative, 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. Promptly following the
receipt of, and based upon, such update, in the case of the Marquis Apartments
Mortgaged Property, the Plaza La Cienega Mortgaged Property or the Garden State
Pavilion Mortgaged Property, the Special Servicer shall also redetermine, and
report to the Trustee, the applicable Master Servicer, the Controlling Class
Representative and the related Serviced Non-Pooled Mortgage Loan Noteholder, the
Appraisal Reduction Amount, if any, with respect to the entire related Mortgage
Loan Group (calculated, for purposes of this sentence, as if it was a single
Pooled Mortgage Loan).

         The Controlling Class Representative shall have the right at any time,
but not more frequently that once in any six month period, to require that the
Special Servicer obtain a new Appraisal of the subject Mortgaged Property in
accordance with MAI standards, at the expense of the Controlling Class
Certificateholders. Upon receipt of such Appraisal, the Special Servicer shall
deliver a copy thereof to the Trustee, the applicable Master Servicer, the
Controlling Class Representative. Promptly following the receipt of, and based
upon, such Appraisal, the 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.

         (b) Notwithstanding anything to the contrary contained in any other
Section of this Agreement, the Special Servicer shall notify the applicable
Master Servicer whenever a Servicing Advance is required to be 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 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 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 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 Special Servicer, together with Advance
Interest in accordance with Sections 3.05(a) and

                                     -169-


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 Special Servicer for, or
to make at the direction of the 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 Special Servicer in writing of such
determination and, if applicable, such Nonrecoverable Servicing Advance shall be
reimbursed to the Special Servicer pursuant to Section 3.05(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 P 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 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 P in connection
with the subject defeasance, then the applicable Master Servicer shall so notify
the Rating Agencies, the Controlling Class Representative 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 the Marquis Apartments Loan Group, the Plaza La
Cienega Loan Group or the Garden State Pavilion Loan Group, also a written
confirmation from each applicable Rating Agency for the Marquis Apartments
Non-Pooled Mortgage Loan Securities, the Plaza La Cienega Non-

                                     -170-


Pooled Mortgage Loan Securities or the Garden State Pavilion Non-Pooled Mortgage
Loan Securities, as applicable, that such defeasance will not result in an
Adverse Rating Event with respect to any class of Marquis Apartments Non-Pooled
Mortgage Loan Securities, any class of Plaza La Cienega Non-Pooled Mortgage Loan
Securities or any class of Garden State Pavilion Non-Pooled Mortgage Loan
Securities, as applicable, 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 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.

         SECTION 3.20. Modifications, Waivers, Amendments and Consents.

         (a) The 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, 3.25 (solely in the case of a Serviced Mortgage Loan in the
Marquis Apartments Loan Group), 3.26 (solely in the case of a Serviced Mortgage
Loan in the Plaza La Cienega Loan Group) and 3.27 (solely in the case of
Serviced Mortgage Loan in the Garden State Pavilion Loan Group) and (in the case
of each Serviced Mortgage Loan in a Serviced Loan Group) the 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 Special
    Servicer (it being understood and agreed that (A) the applicable Master
    Servicer shall promptly provide the 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 Special
    Servicer may reasonably request in order to withhold or grant any such
    consent, (B) the Special Servicer shall decide whether to withhold or grant
    such consent in accordance with the Servicing Standard (and subject to
    Section 3.24), (C) except with respect to any Nationwide 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 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 Special Servicer's initial receipt of the applicable

                                     -171-


    Master Servicer's recommendations and analysis, if the Special Servicer has
    not requested additional information as described above on or before the
    date that is four Business Days following the Special Servicer's receipt of
    the applicable Master Servicer's recommendations and analysis, or (y) within
    six Business Days following the Special Servicer's receipt of the additional
    information requested by the Special Servicer as described above, if the
    Special Servicer has requested such additional information on or before the
    date that is four Business Days following the 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 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 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 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), than would liquidation; provided that
    (A) any modification, extension, waiver or 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 Pooled Mortgage Loan), (I) no
    waiver, reduction or deferral of any particular amounts due on the related
    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 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 Loan, and (III) no reduction of
    any Post-ARD Additional Interest Rate applicable to any such Pooled Mortgage
    Loan shall be effected prior to the reduction of any Post-ARD Additional
    Interest Rate applicable to the related Non-Pooled Subordinate Loan;

              (iii) the 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)
    two 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 Special Servicer shall have first determined in its reasonable judgment,
    based upon a Phase I Environmental Assessment (and any additional
    environmental testing that the Special Servicer deems necessary and prudent)
    conducted by an Independent

                                     -172-


    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 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 either Grantor Trust Pool (the Master Servicers and the
    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
    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 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 Special Servicer shall
    have first (A) determined in its reasonable judgment, based upon a Phase I
    Environmental Assessment (and any additional environmental testing that the
    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 the Marquis
    Apartments Loan Group, the Plaza La Cienega Loan Group or the Garden State
    Pavilion Loan Group, also a written confirmation from each applicable Rating
    Agency for the Marquis Apartments Non-Pooled Mortgage Loan Securities, the
    Plaza La Cienega Non-Pooled Mortgage Loan Securities or the Garden State
    Pavilion Non-Pooled Mortgage Loan Securities, as applicable, that such
    addition or substitution of collateral will not result in an Adverse Rating
    Event with respect to any class of Marquis Apartments Non-Pooled Mortgage
    Loan Securities, any class of Plaza La Cienega Non-Pooled Mortgage Loan
    Securities or any class of Garden State Pavilion Non-Pooled Mortgage Loan
    Securities, as applicable, rated by such Rating Agency; and

              (vii) the 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 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 Special Servicer, no
    greater than

                                     -173-


    that existing prior to such release and (D) if the collateral to be released
    has an appraised value in excess of $3,000,000, such release would not, in
    and of itself, result in an Adverse Rating Event with respect to any Class
    of Rated Certificates (or, in the case of a release of collateral with
    respect to the Marquis Apartments Loan Group, the Plaza La Cienega Loan
    Group or the Garden State Pavilion Loan Group, 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 Marquis Apartments
    Non-Pooled Mortgage Loan Securities, any class of Plaza La Cienega
    Non-Pooled Mortgage Loan Securities or any class of Garden State Pavilion
    Non-Pooled Mortgage Loan Securities, as applicable), in each case as
    confirmed in writing to the Trustee by the 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 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 actually be
capitalized; provided, however, that this sentence shall not limit the rights of
the applicable Master Servicer or the 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 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 the
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 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 Special Servicer is required under Section 3.02), and all
material consents, shall be in writing. Each of the Special Servicer and the
applicable Master Servicer shall notify the other such party, each Rating
Agency, the Certificate Administrator, the Trustee and the Controlling Class
Representative and any affected Serviced Non-Pooled Noteholder, 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 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 any affected Serviced Non-Pooled
Noteholder), 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 Special Servicer or the applicable


                                     -174-


Master Servicer, as appropriate, pursuant to Section 3.20(a) above, the Special
Servicer or the applicable Master Servicer, as applicable, shall deliver to the
other such party, the Certificate Administrator, the Trustee and the Rating
Agencies an Officer's Certificate certifying that all of the requirements of
Section 3.20(a) have been met and, in the case of the 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 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 or
Section 3.24 to the contrary, the applicable Master Servicer shall not be
required to seek the consent of, or provide prior notice to, the Special
Servicer, any Certificateholder or any Serviced Non-Pooled Pari Passu Companion
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; and (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; 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 either Grantor Trust Pool, and (y)
would be consistent with the Servicing Standard.

                                     -175-


         (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, 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 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.

         SECTION 3.21. Transfer of Servicing Between Applicable Master Servicer
                       and 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, if
affected thereby, to the related Serviced Non-Pooled Mortgage Loan Noteholder),
and if the applicable Master Servicer is not also the Special Servicer, the
applicable Master Servicer shall immediately give notice thereof to the Special
Servicer and the Trustee, and shall deliver the related Servicing File to the
Special Servicer and shall use its best reasonable efforts to provide the
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 Special
Servicer to enable the 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
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 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
Special Servicer, the Special Servicer shall immediately give notice thereof to
the applicable Master Servicer, the Trustee and the Controlling Class
Representative (and, if affected thereby, 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 Special
Servicer's obligation to service such Mortgage Loan, and the 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 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 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


                                     -176-


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 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 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.

         (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 Special Servicer shall be entitled to
rely upon written information provided to it by the other.

         SECTION 3.22. Sub-Servicing Agreements and the Primary Servicing
                       Agreement.

         (a) Each Master Servicer and the Special Servicer may enter into
Sub-Servicing Agreements to provide for the performance by third parties of any
or all of 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 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; (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 Special Servicer with
respect to any Specially Serviced Mortgage Loan or otherwise; (v) provides that
the Trustee, for the benefit of the Certificateholders, 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 the 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 Special Servicer,
as the case may be, or any Certificateholder shall have any duties under such
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 the Special Servicer, as
the case may be, pursuant to Section 6.03; and (viii) does not impose any
liability or indemnification obligation whatsoever on the Trustee or the
Certificateholders with respect to anything contained therein; 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 Nationwide Pooled
Mortgage Loans is hereby authorized and directed to execute and deliver the
Primary Servicing Agreement. Each party to this Agreement hereby acknowledges
and accepts the terms and provisions of the Primary Servicing Agreement and
agrees that, notwithstanding any other provision of this Agreement to the
contrary: (A) if such

                                     -177-


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 the 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 Primary Servicer; (B) if any duty or obligation of
the applicable Master Servicer is delegated to the Primary Servicer under the
Primary Servicing Agreement, and such task involves or requires the consent of
the Special Servicer, then the Special Servicer shall accept the performance of
such duty or obligation directly by the 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 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 Special Servicer or by which the Special Servicer is bound); (C)
the 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 Primary Servicer); (D) the 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 Primary Servicer were a Master
Servicer (subject to such limitations, if any, that are imposed on such
engagement under the terms of the Primary Servicing Agreement), and any
successor to the applicable Master Servicer shall be required to assume any
Designated Sub-Servicing Agreement between the Primary Servicer and the
Sub-Servicer in the event of a termination of the Primary Servicer under the
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 11.01(h);
and (F) the 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 the Special Servicer include actions taken or to be taken by
a Sub-Servicer on behalf of such Master Servicer or the Special Servicer or by
the Primary Servicer on behalf of the applicable Master Servicer with respect to
the Pooled Mortgage Loans that are the subject of the Primary Servicing
Agreement, as applicable; and, in connection therewith, all amounts advanced by
any Sub-Servicer or the Primary Servicer, as applicable, to satisfy the
obligations of a Master Servicer or the Special Servicer hereunder to make
Advances shall be deemed to have been advanced by such Master Servicer or the
Special Servicer, as the case may be, out of its own funds and, accordingly,
such Advances shall be recoverable by such Sub-Servicer or the Primary Servicer,
as applicable, through such Master Servicer in the same manner and out of the
same funds as if such Sub-Servicer or the Primary Servicer, as applicable, were
such Master Servicer or the 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 such Master Servicer or the Special Servicer,
as the case may be, and such Sub-Servicer or the Primary Servicer, as
applicable, as they may agree. For purposes of this Agreement, the Master
Servicers and the Special Servicer shall each be deemed to have received any
payment when a Sub-Servicer retained by it, or the Primary Servicer on behalf of
the applicable Master Servicer with respect to the Pooled Mortgage Loans that
are the subject of the Primary Servicing Agreement, as applicable, receives such
payment.

         (c) The Master Servicers and the Special Servicer 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 Servicer (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) 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.

                                     -178-


         (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
Subservicing 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
the Primary Servicing Agreement, of the Primary Servicer under the Primary
Servicing Agreement. Such enforcement, including the legal prosecution of
claims, termination of Sub-Servicing Agreements or the Primary Servicing
Agreement, 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 the 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 the Primary Servicing Agreement, as applicable, including any
provisions thereof limiting the ability of a Master Servicer or the Special
Servicer, as applicable, to terminate a Sub-Servicer or the Primary Servicer,
each of the Master Servicers and the Special Servicer 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 the Primary
Servicing Agreement, the 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.

         (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 the Special Servicer
under any Sub-Servicing Agreement or the Primary Servicing Agreement, such
Master Servicer or the 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 the 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 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 the Primary Servicing Agreement, the Primary Servicing
Agreement, the Master Servicers and the Special Servicer 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 Servicer 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 the
Primary Servicing Agreement, the fees of the Primary Servicer in accordance with
the respective Sub-Servicing Agreement or the 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 the Primary Servicer pursuant to the
Primary Servicing Agreement with the applicable Master Servicer for the Pooled
Mortgage Loans that are the subject

                                     -179-


of the 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 the
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 the 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 the
Special Servicer to be reimbursed for any cost or expense for which it is
otherwise entitled to reimbursement under this Agreement.

         (k) The 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 pursuant to the
Marquis Apartments Non-Pooled Noteholder's exercise of its rights under Section
7.01(b) of this Agreement.

         (l) The Primary Servicer shall indemnify (out of its own funds without
reimbursement therefor) the Trustee, the Fiscal Agent, 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 Fiscal Agent, 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 the
Primary Servicer's duties under this Agreement or the Primary Servicing
Agreement or by reason of negligent disregard of the 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 the
Primary Servicer is replaced, the 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 Fiscal Agent, 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 Nationwide Pooled Mortgage Loans
entitling the Trustee, the Fiscal Agent, 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 Fiscal Agent,
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 Fiscal Agent, the Special Servicer, the
Depositor and/or the Certificate Administrator, as applicable, in respect of
such claim. Any failure to so notify the Primary Servicer shall not affect any
rights the Trustee, the Fiscal Agent, the Special Servicer, the Depositor, the
Certificate Administrator or the Trust may have to indemnification under this
Agreement, the Primary Servicing Agreement or otherwise, unless the Primary
Servicer's defense of such claim is materially prejudiced thereby. Such
indemnification shall survive the termination of this Agreement and the Primary
Servicing Agreement and the resignation or termination of the applicable Master
Servicer, the Fiscal Agent, 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 the Primary Servicer was not culpable or that the Primary Servicer did not
act with willful misfeasance, bad faith or negligence.

         (m) The parties to this Agreement acknowledge that the Primary Servicer
has executed an undertaking, a copy of which is attached hereto as Exhibit P, in
which the 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 the
Primary Servicer shall be a third-party beneficiary of Section 3.22(l) to the
extent of the rights granted to the Primary Servicer under such Section.

                                     -180-


         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 CMBS Fund II REIT, Inc. shall
serve as the initial Controlling Class Representative. 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 Servicer 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 the 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 Servicer 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 the 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, the
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, the Special Servicer, each Master Servicer and such existing
Controlling Class Representative.

                                     -181-


         (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.

         (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 and the Special
Servicer, whereupon (if the Special Servicer, a Master Servicer, the Certificate
Administrator, the Trustee, the Fiscal Agent or the Trust are also named parties
to the same action and, in the sole judgment of the 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 the Special Servicer, a Master Servicer, the
Certificate Administrator, the Trustee, the Fiscal Agent or the Trust to be an
adverse party in such action as regards the Controlling Class Representative),
the 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 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 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 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 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 Special Servicer may satisfy by providing a copy of the
    most recently obtained Appraisal); and

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

                                     -182-


         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 Representative objects to such Asset Status
Report and the 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 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 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 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 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 Special Servicer shall implement the recommended action as outlined
in the most recent version of such Asset Status Report (provided that the
Special Servicer shall not take any action that is contrary to applicable law or
the terms of the applicable Mortgage Loan Documents). The 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 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 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 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 Special Servicer takes any action
inconsistent with an Asset Status Report that has been adopted as provided
above, the Special Servicer shall promptly notify the Controlling Class
Representative of such inconsistent action and provide a reasonably detailed
explanation of the reasons therefor.

         The 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 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), the
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 Special Servicer has notified the
Controlling Class Representative in writing of the 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 Special Servicer, within such shorter period during which the Special
Servicer is initially entitled to withhold consent without being deemed to have
approved the action):

                                      -183-


              (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;

              (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
    Special Servicer but the 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 Special Servicer but the
    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
    Special Servicer but the 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 Special Servicer but the Special Servicer shall deliver notice of
    such action to the Controlling Class Representative simultaneously

                                     -184-


    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;

              (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 Special Servicer but the 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 Special Servicer
    but the 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 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
Special Servicer may take any such action without waiting for the Controlling
Class Representative's response.

         In addition, subject to Section 3.24(c), the Controlling Class
Representative may direct the 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 Special Servicer shall
provide the Controlling Class Representative with any information in the 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) the Special
Servicer 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 (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 Special Servicer shall ignore
and act without regard to any such advice, direction or objection that the
Special Servicer has determined, in its reasonable, good faith judgment, would):
(A) require or cause the Special Servicer to violate applicable law, the terms
of any Mortgage Loan or any other Section of this Agreement, including the
Special Servicer's obligation to act in accordance with the Servicing Standard,
(B) result in an Adverse REMIC Event with respect to any REMIC Pool or an
Adverse Grantor Trust Event with respect to either Grantor Trust Pool, (C)
expose the Trust, the Depositor, a Master Servicer, the Special Servicer, the
Fiscal Agent, 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.

         (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

                                     -185-


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.

         SECTION 3.25. Certain Matters Regarding the Holder of the Marquis
                       Apartments Non-Pooled Mortgage Loan.

         (a) Prior to the date (if any) when the Marquis Apartments Non-Pooled
Noteholder exercises its option in its sole discretion to subordinate the
Marquis Apartments Non-Pooled Mortgage Loan in right of payment to the Marquis
Apartments Pooled Mortgage Loan, unless the applicable Master Servicer or the
Special Servicer has received notice that the Marquis Apartments Non-Pooled
Noteholder is the related Borrower or an Affiliate of the related Borrower, the
applicable Master Servicer or the Special Servicer shall give the Marquis
Apartments Non-Pooled Noteholder or its representative prompt notice of any
determination by the applicable Master Servicer or the Special Servicer to take
any of the actions with respect to the Marquis Apartments Loan Group that are
described in Section 3(e) of the Marquis Apartments Intercreditor Agreement and
the Marquis Apartments Non-Pooled Noteholder shall have the right to consult
with the applicable Master Servicer or the Special Servicer with respect to such
action. Notwithstanding the rights of the Marquis Apartments Non-Pooled
Noteholder to consult on such matters, in no event will the applicable Master
Servicer or the Special Servicer, as applicable, be obligated to act upon the
direction, advice or objection of the Marquis Apartments Non-Pooled Noteholder
or its representative in connection therewith.

         (b) On and after the date (if any) when the Marquis Apartments
Non-Pooled Noteholder exercises its option in its sole discretion to subordinate
the Marquis Apartments Non-Pooled Mortgage Loan in right of payment to the
Marquis Apartments Pooled Mortgage Loan, as required under the Marquis
Apartments Intercreditor Agreement, unless a Marquis Apartments Change of
Control Event has occurred and is continuing, the Special Servicer shall
(pursuant to and in accordance with the Marquis Apartments Intercreditor
Agreement) obtain the prior written consent or deemed consent of the Marquis
Apartments Non-Pooled Subordinate Noteholder prior to taking any of the actions
with respect to the Marquis Apartments Loan Group that are described in Section
3.24(b) of this Agreement or Section 2(e) of the Marquis Apartments
Intercreditor Agreement. Upon reasonable request and prior to the date on which
a Marquis Apartments Change of Control Event has occurred, the Special Servicer
shall provide the Marquis Apartments Non-Pooled Subordinate Noteholder with any
information in the Special Servicer's possession with respect to the above
referenced matters.

         (c) Notwithstanding anything herein to the contrary, no advice,
direction or objection from or by the Marquis Apartments Non-Pooled Noteholder,
as contemplated by Section 3.25(a) or any other provision of this Agreement, may
(and the Master Servicer and Special Servicer shall ignore and act without
regard to any such advice, direction or objection that the Master Servicer or
Special Servicer, as the case may be, has determined, in its reasonable, good
faith judgment, would): (A) require or cause the applicable Master Servicer or
the Special Servicer to violate applicable law, the terms of any Mortgage Loan
in the Marquis Apartments Loan Group or any other Section of this Agreement or
the Marquis Apartments Intercreditor Agreement, including the applicable Master
Servicer's or the Special Servicer's obligation to act in accordance with the
Servicing Standard, (B) result in an Adverse REMIC Event with respect to any
REMIC Pool or an Adverse Grantor Trust Event with respect to either Grantor
Trust Pool, (C) expose the Trust, the Depositor, a Master Servicer, the Special
Servicer, the Fiscal Agent, 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 the Special Servicer's responsibilities under this Agreement.

         (d) Each Certificateholder acknowledges and agrees, by its acceptance
of its Certificates, that: (i) the Marquis Apartments Non-Pooled Noteholder may
have special relationships and interests that conflict with those of Holders of
one or more Classes of Certificates; (ii) the Marquis Apartments Non-Pooled
Noteholder may act solely in its

                                     -186-


own interest, without regard to the interests of the Holders of any Class of
Certificates; (iii) the Marquis Apartments Non-Pooled Noteholder does not have
any duties to the Holders of any Class of Certificates; and (iv) the Marquis
Apartments Non-Pooled Noteholder shall have no liability whatsoever for having
acted in its own interests, and in conflict with the interests of the Holders of
one or more Classes of Certificates, and no Certificateholder may take any
action whatsoever against the Marquis Apartments Non-Pooled Noteholder or any
director, officer, employee, agent or principal thereof for having so acted.

         (e) Notwithstanding anything to the contrary contained in this
Agreement, the parties acknowledge that, on and after the date (if any) when the
Marquis Apartments Non-Pooled Noteholder exercises its option in its sole
discretion to subordinate the Marquis Apartments Non-Pooled Mortgage Loan in
right of payment to the Marquis Apartments Pooled Mortgage Loan, the Marquis
Apartments Non-Pooled Noteholder shall have the rights to (i) as provided in
Section 7.01(b) of this Agreement, require the appointment of a sub-servicer for
the Special Servicer in connection with the special servicing of the Marquis
Apartments Loan Group if the Special Servicer is not otherwise terminated or
replaced under this Agreement following an Event of Default, (ii) cure certain
monetary and non-monetary defaults under the Marquis Apartments Loan Group as
set forth in the Marquis Apartments Intercreditor Agreement and (iii) purchase
the Marquis Apartments Pooled Mortgage Loan as set forth in the Marquis
Apartments Intercreditor Agreement.

         (f) In satisfaction of the remittance obligations set forth in Section
3(b) of the Marquis Apartments Intercreditor Agreement, any remittance of
payments received with respect to the Marquis Apartments Non-Pooled Mortgage
Loan required to be made by the applicable Master Servicer for the Marquis
Apartments Mortgaged Property to the Marquis Apartments Non-Pooled Noteholder
shall (notwithstanding any other provision of this Agreement to the contrary) be
made to the Marquis Apartments Non-Pooled Noteholder, in accordance with the
Marquis Apartments Intercreditor Agreement, on the Business Day immediately
after receipt of such payments.

         (g) The applicable Master Servicer for the Marquis Apartments Loan
Group shall deliver the reports, information and notices of default contemplated
by Section 3(b) of the Marquis Apartments Intercreditor Agreement.

         (h) The applicable Master Servicer for the Marquis Apartments Loan
Group shall be entitled to exercise the rights afforded to the master servicer
referred to in Section 3(d) of the Marquis Apartments Intercreditor Agreement.

         (i) Each of the applicable Master Servicer for the Marquis Apartments
Loan Group and the Special Servicer shall be entitled to exercise the rights
afforded to the master servicer or the special servicer, as the case may be,
referred to in Section 3(g) or Section 4 of the Marquis Apartments Intercreditor
Agreement.

         SECTION 3.26. Certain Matters Regarding the Holder of the Plaza La
                       Cienega Non-Pooled Mortgage Loan.

         (a) Unless the applicable Master Servicer or the Special Servicer has
received notice that the Plaza La Cienega Non-Pooled Noteholder is the related
Borrower or an Affiliate of the related Borrower, the applicable Master Servicer
or the Special Servicer shall give the Plaza La Cienega Non-Pooled Noteholder or
its representative prompt notice of any determination by the applicable Master
Servicer or the Special Servicer to take any of the actions with respect to the
Plaza La Cienega Loan Group that are described in Section 4(e) of the Plaza La
Cienega Intercreditor Agreement, which Noteholder shall have the right to
consult with the applicable Master Servicer or the Special Servicer with respect
to such action. Notwithstanding the rights of the Plaza La Cienega Non-Pooled
Noteholder to consult on such matters, in no event will the applicable Master
Servicer or the Special Servicer, as applicable, be obligated to act upon the
direction, advice or objection of the Plaza La Cienega Non-Pooled Noteholder or
its representative in connection therewith.

         (b) In satisfaction of the remittance obligations set forth in Section
4(b) of the Plaza La Cienega Intercreditor Agreement, any remittance of payments
received with respect to the Plaza La Cienega Non-Pooled Mortgage

                                     -187-


Loan required to be made by the applicable Master Servicer for the Plaza La
Cienega Mortgaged Property to the Plaza La Cienega Non-Pooled Noteholder shall
(notwithstanding any other provision of this Agreement to the contrary) be made
to the Plaza La Cienega Non-Pooled Noteholder, in accordance with the Plaza La
Cienega Intercreditor Agreement, on the Business Day immediately after receipt
of such payments.

         (c) The applicable Master Servicer for the Plaza La Cienega Loan Group
shall deliver the reports, information and notices of default contemplated by
Section 4(b) of the Plaza La Cienega Intercreditor Agreement. (d) The applicable
Master Servicer for the Plaza La Cienega Loan Group shall be entitled to
exercise the rights afforded to the master servicer referred to in Section 4(d)
of the Plaza La Cienega Intercreditor Agreement.

         (e) Each of the applicable Master Servicer for the Plaza La Cienega
Loan Group and the Special Servicer shall be entitled to exercise the rights
afforded to the master servicer or the special servicer, as the case may be,
referred to in Section 4(g) or Section 5 of the Plaza La Cienega Intercreditor
Agreement.

         SECTION 3.27. Certain Matters Regarding the Holder of the Garden State
                       Pavilion Non-Pooled Mortgage Loan.

         (a) Unless the applicable Master Servicer or the Special Servicer has
received notice that the Garden State Pavilion Non-Pooled Noteholder is the
related Borrower or an Affiliate of the related Borrower, the applicable Master
Servicer or the Special Servicer shall give the Garden State Pavilion Non-Pooled
Noteholder or its representative prompt notice of any determination by the
applicable Master Servicer or the Special Servicer to take any of the actions
with respect to the Garden State Pavilion Loan Group that are described in
Section 4(e) of the Garden State Pavilion Intercreditor Agreement and the Garden
State Pavilion Non-Pooled Noteholder shall have the right to consult with the
applicable Master Servicer or the Special Servicer with respect to such action.
Notwithstanding the rights of the Garden State Pavilion Non-Pooled Noteholder to
consult on such matters, in no event will the applicable Master Servicer or the
Special Servicer, as applicable, be obligated to act upon the direction, advice
or objection of the Garden State Pavilion Non-Pooled Noteholder or its
representative in connection therewith.

         (b) In satisfaction of the remittance obligations set forth in Section
4(b) of the Garden State Pavilion Intercreditor Agreement, any remittance of
payments received with respect to the Garden State Pavilion Non-Pooled Mortgage
Loan required to be made by the applicable Master Servicer for the Garden State
Pavilion Mortgaged Property to the Garden State Pavilion Non-Pooled Noteholder
shall (notwithstanding any other provision of this Agreement to the contrary) be
made to the Garden State Pavilion Non-Pooled Noteholder, in accordance with the
Garden State Pavilion Intercreditor Agreement, on the Business Day immediately
after receipt of such payments.

         (c) The applicable Master Servicer for the Garden State Pavilion Loan
Group shall deliver the reports, information and notices of default contemplated
by Section 4(b) of the Garden State Pavilion Intercreditor Agreement.

         (d) The applicable Master Servicer for the Garden State Pavilion Loan
Group shall be entitled to exercise the rights afforded to the master servicer
referred to in Section 4(d) of the Garden State Pavilion Intercreditor
Agreement.

         (e) Each of the applicable Master Servicer for the Garden State
Pavilion Loan Group and the Special Servicer shall be entitled to exercise the
rights afforded to the master servicer or the special servicer, as the case may
be, referred to in Section 4(g) or Section 5 of the Garden State Pavilion
Intercreditor Agreement.

         SECTION 3.28. Replacement of Special Servicer.

         (a) Subject to Section 3.28(b), the Controlling Class Representative
may remove the existing Special Servicer hereunder (with or without cause) and
appoint a successor to the existing Special Servicer; provided that if any

                                     -188-


such removal is made without cause, then the costs of transferring the special
servicing responsibilities of the removed 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.

         (b) No removal of the Special Servicer and/or appointment of a
successor thereto pursuant to Section 3.28(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 the Marquis Apartments Non-Pooled
Mortgage Loan, the Plaza La Cienega Non-Pooled Mortgage Loan or the Garden State
Pavilion Non-Pooled Mortgage Loan is serviced and administered under this
Agreement) from each applicable Rating Agency for the Marquis Apartments
Non-Pooled Mortgage Loan Securities, the Plaza La Cienega Non-Pooled Mortgage
Loan Securities or Garden State Pavilion Non-Pooled Mortgage Loan Securities, as
applicable, that such removal and/or appointment will not result in an Adverse
Rating Event with respect to any class of Marquis Apartments Non-Pooled Mortgage
Loan Securities, any class of Plaza La Cienega Non-Pooled Mortgage Loan
Securities or any class of Garden State Pavilion Non-Pooled Mortgage Loan
Securities, as applicable, rated by such 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 expense of the Trustee or
the Trust) substantially to the effect that (1) the removal of the terminated
Special Servicer and/or the appointment of the Person designated to serve as
successor thereto is in compliance with this Section 3.28, (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 the terminated Special Servicer has
been removed without cause, the Certificateholders of the Controlling Class
shall have delivered to the Trustee and the terminated Special Servicer such
Certificateholders' joint and several undertaking to pay any expenses incurred
by the Trustee and the 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 3.28(a) shall
be deemed to have been so terminated simultaneously with the designated
successor's becoming the 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 the terminated Special Servicer of all
outstanding Servicing Advances made by the terminated Special Servicer and all
unpaid Advance Interest accrued on such outstanding Servicing Advances (in which
case the successor to the terminated Special Servicer shall be deemed to have
made such Servicing Advances at the same time that the terminated Special
Servicer had actually made them), (ii) the terminated Special Servicer shall
thereafter be entitled to Workout Fees, as and to the extent expressly permitted
by Section 3.11(c), and (iii) the terminated Special Servicer shall continue to
be entitled to the benefits of Section 6.03, notwithstanding any such
termination; and provided, further, that the 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. The terminated Special Servicer shall cooperate with
the Trustee and the replacement to the terminated Special Servicer in effecting
the transfer of the 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 3.28, to the
replacement to the terminated Special Servicer for administration by it of all
cash amounts that at the time are or should have been credited by the terminated
Special Servicer to the REO Account maintained by it or to any Servicing Account

                                     -189-


or Reserve Account or should have been delivered to the Master Servicers or that
are thereafter received by or on behalf of the terminated Special Servicer with
respect to any Mortgage Loan or REO Property.

         SECTION 3.29. 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 the Marquis Apartments Pooled Mortgage Loan at any time when the Marquis
Apartments Non-Pooled Mortgage Loan is pari passu in right of payment with such
Pooled Mortgage Loan, other than the Plaza La Cienega Pooled Mortgage Loan at
any time when the Plaza La Cienega Non-Pooled Mortgage Loan is pari passu in
right of payment with such Pooled Mortgage Loan and other than the Garden State
Pavilion Pooled Mortgage Loan at any time when the Marquis Apartments Non-Pooled
Mortgage Loan is pari passu in right of payment with such Pooled Mortgage Loan)
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 Fiscal Agent, 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;

         second, to reimburse the Trust for any Advance Interest paid to the
    Fiscal Agent, 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 3.29) 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 3.29)
    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 3.29) 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 3.29)
    theretofore accrued on such Mortgage Loan.

         (b) Default Charges applied to reimburse the Trust pursuant to clause
second of Section 3.29(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 3.29(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).

                                     -190-


         (c) At any time when the Marquis Apartments Non-Pooled Mortgage Loan is
pari passu in right of payment with the Marquis Apartments Pooled Mortgage Loan,
the Plaza La Cienega Non-Pooled Mortgage Loan is pari passu in right of payment
with the La Cienega Pooled Mortgage Loan or the Garden State Pavilion Non-Pooled
Mortgage Loan is pari passu in right of payment with the Garden State Pavilion
Pooled Mortgage Loan, as the case may be, any and all amounts otherwise
distributable to the Trust as the holder of such Pooled Mortgage Loan (or any
successor REO Pooled Mortgage Loan) or to the holder of such Non-Pooled Mortgage
Loan as Default Charges with respect to the Marquis Apartments Loan Group, the
Plaza La Cienega Loan Group or the Garden State Pavilion Loan Group, as
applicable, 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 Fiscal Agent, 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 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 Mortgage Loans in such
    Serviced Loan Group) to such Mortgage Loan;

         second, either (x) in the case of the Pooled Mortgage Loan in such
    Serviced Loan Group, to pay to the Fiscal Agent, 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 Non-Pooled Mortgage Loan
    in such Serviced 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 Non-Pooled Mortgage Loan;

         third, to reimburse the Trust for that portion of any Advance Interest
    paid to the Fiscal Agent, the Trustee, the applicable Master Servicer or the
    Special Servicer since the Closing Date with respect to Servicing Advances
    made with respect to such Serviced 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 Mortgage Loans in such
    Serviced Loan Group) to such Mortgage Loan, which interest was paid from a
    source other than Default Charges collected on such Serviced 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 Fiscal Agent, 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 Loan Group, or (y) in the case of
    the Non-Pooled Mortgage Loan in such Serviced Loan Group, to reimburse the
    holder of such Mortgage Loan or its designee for any interest similar to
    Advance Interest made for the benefit of the holder of the Non-Pooled
    Mortgage Loan 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 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 3.29) accrued on
    such Serviced 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 3.29) theretofore accrued on such Serviced 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 3.29) accrued on
    such Serviced Loan Group while the Mortgage Loans therein were Specially
    Serviced Mortgage Loans and the denominator of which is the


                                     -191-


    aggregate amount of Default Charges (to the extent not previously collected
    and applied under this Section 3.29) theretofore accrued on such Serviced
    Loan Group.

                                     -192-


                                   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) to make distributions of interest to the Holders of the respective
    Classes of the Senior Certificates, up to an amount equal to, and pro rata
    as among such Classes in accordance with, all Distributable Certificate
    Interest in respect of each such Class of Certificates for such Distribution
    Date and, to the extent not previously paid, for all prior Distribution
    Dates, if any;

         (2) to make distributions of principal to the Holders of the respective
    Classes of the Class A Senior Certificates, allocable as among such Classes
    of Certificateholders as provided below, up to an amount (not to exceed the
    aggregate Class Principal Balance of such Classes of Certificates
    outstanding immediately prior to such Distribution Date) equal to the entire
    Principal Distribution Amount for such Distribution Date; and

         (3) to make distributions to the Holders of the respective Classes of
    the Class A Senior Certificates, up to an amount equal to, pro rata as among
    such Classes of Certificateholders in accordance with, and in reimbursement
    of, all Realized Losses and Additional Trust Fund Expenses, if any,
    previously allocated to each such Class of Certificates pursuant to Section
    4.04(a) and not previously reimbursed.

         (4) 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;

         (5) after the Class Principal Balances of the Class A Senior
    Certificates have 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 the Class A Senior
    Certificates pursuant to clause (2) above);

         (6) 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;

         (7) 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;

         (8) after the Class Principal Balances of the Class A-J Certificates
    have 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));

                                     -193-


         (9) 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;

         (10) 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;

         (11) 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));

         (12) 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;

         (13) 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;

         (14) 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));

         (15) 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;

         (16) 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;

         (17) 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));

         (18) 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;

         (19) 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;

                                     -194-


         (20) 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));

         (21) 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;

         (22) 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;

         (23) 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));

         (24) 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;

         (25) 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;

         (26) 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));

         (27) 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;

         (28) 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;

         (29) 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));

                                     -195-


         (30) 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;

         (31) 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;

         (32) 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));

         (33) 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;

         (34) 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;

         (35) 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));

         (36) 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;

         (37) 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;

         (38) 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));

         (39) 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;

         (40) 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;

                                     -196-


         (41) 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));

         (42) 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;

         (43) 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;

         (44) 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 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));

         (45) 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;

         (46) to make distributions of interest to the Holders of the Class Q
    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 P Certificates has
    been reduced to zero, to make distributions of principal to the Holders of
    the Class Q 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));

         (48) to make distributions to the Holders of the Class Q 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

         (49) 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 or the Class X-2 Certificates on any Distribution Date pursuant to
clause (1) above shall be deemed to have been allocated among the respective
REMIC III Components of 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.

                                     -197-


         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 Certificates contemplated by clause (2) above to
the Holders of the respective Classes of the Class A Senior Certificates 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):

              (A) first, to the Holders of the Class A-AB Certificates, an
    amount equal to the lesser of (1) the 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 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 Principal Distribution Amount for such
    Distribution Date, reduced by any portions of such amount that are 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-AB Certificates, an
    amount (in addition to the amount otherwise allocacated and distributable to
    them as set forth in clause (A) above) equal to the lesser of (1) the
    Principal Distribution Amount for such Distribution Date, reduced by any
    portions of such amount that are 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-AB
    Certificates immediately after the allocation described in clause (A) above;
    and

              (E) finally, to the Holders of the Class A-3 Certificates, after
    the Class Principal Balances of the Class A-1, Class A-2 and Class A-AB
    Certificates have been reduced to zero, the lesser of (1) the Principal
    Distribution Amount for such Distribution Date, reduced by any portions of
    such amount that are 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-AB Certificates as described in the immediately preceding
    clauses (B), (C) and (D) and (2) the Class Principal Balance of the Class
    A-3 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 Certificates contemplated by
clause (2) above to the Holders of the respective Classes of such Certificates
on a pro rata basis 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.

         (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

                                     -198-


therefrom, shall be distributable as follows. On each Distribution Date, 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-AB,
Class A-3, Class A-J, Class B, Class C, Class D, Class E, Class F, Class G
and/or 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) full amount of the funds representing each respective
Prepayment Premium or Yield Maintenance Charge 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, multiplied by (ii) a fraction (which in no event may be greater than
1.0 or less than 0.0), the numerator of which is equal to the excess, if any, of
the Pass-Through Rate for such Class of Certificates for the Interest Accrual
Period related to such Distribution Date over the relevant Discount Rate, and
the denominator of which is equal to the excess, if any, of the Mortgage Rate
for such Pooled Mortgage Loan or REO Pooled Mortgage Loan, as the case may be,
over the relevant Discount Rate (provided that if the denominator of such
fraction is equal to zero, such fraction shall be deemed to equal 0.0), and
further multiplied by (iii) a fraction, 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 aggregate amount of principal to be
distributed on the Principal Balance Certificates on such Distribution Date. If
such Distribution Date occurs prior to April 2010, 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 (i) 80.0% of such funds to
the Holders of the Class X-1 Certificates and (ii) 20.0% of such funds to the
Holders of the Class X-2 Certificates. If such Distribution Date occurs in or
after April 2010, 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 100% 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(b)
shall constitute an "Additional Yield Amount" for such Class of Certificates.

         For purposes of the immediately 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 (or, in the case of a Pooled
Mortgage Loan that is, or an REO Pooled Mortgage Loan that was, an ARD Mortgage
Loan, the related Anticipated Repayment Date), 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.

         Any Additional Yield Amount distributed in respect of the Class X-1
Certificates on any Distribution Date shall be deemed to have been distributed
in respect of the respective REMIC III Components of the Class X-1 Certificates,
on a pro rata basis in accordance with the respective amounts by which the
Component Notional Amounts of such REMIC III Components were reduced on such
Distribution Date by deemed distributions of principal pursuant to Section
4.01(i). Any Additional Yield Amount distributed in respect of the Class X-2
Certificates on any Distribution Date shall be deemed to have been distributed
in respect of the respective REMIC III Components of the Class X-2 Certificates,
on a pro rata basis in accordance with the respective amounts by which the
Component Notional Amounts of such REMIC III Components were reduced on such
Distribution Date by deemed distributions of principal pursuant to

                                     -199-


Section 4.01(i) or, in the absence of any such reduction, in accordance with the
Component Notional Amount of such REMIC III Components.

         (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 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

                                     -200-


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.

         (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 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 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

                                     -201-


Amounts) or in reimbursement of any Realized Losses and Additional Trust Fund
Expenses previously allocated to such Class of 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 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 Regular Interest Certificates on any
Distribution Date shall, in each case, be deemed to have been distributed from

                                     -202-


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 hereto (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.

         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 Historical Liquidation 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.

         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

                                     -203-


reports caused by the failure of a Master Servicer or the Special Servicer to
timely deliver any information or reports hereunder. None of the Master
Servicers, the Special Servicer 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, the Special Servicer or the Certificate
Administrator, as applicable. None of the Certificate Administrator, the Master
Servicers or the Special Servicer shall have any obligation to verify the
accuracy or completeness of any information provided by a Borrower, a third
party or each other.

         The 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/cmbs". 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 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

                                     -204-


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 Servicer
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 the Special Servicer, the Specially Serviced Mortgage Loans and the
Administered REO Properties, 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 the 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, 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 Update File 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.

         Notwithstanding the foregoing, the parties agree that the CMSA Loan
Periodic Update File required to be delivered by each Master Servicer in April
2005 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). The 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 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

                                     -205-


and the 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,
2005, 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 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 non-normalized quarterly and normalized year-end
operating statements and rent rolls received from the related Borrower. As to
annual (that is, not quarterly) periods, not later than the second Business Day
following the Determination Date occurring in July of each year (beginning in
2005 for year end 2004), the applicable Master Servicer (in the case of
Mortgaged Properties securing Serviced Pooled Mortgage Loans that are not
Specially Serviced Mortgage Loans) or the 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 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 Servicer 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 Special Servicer. The Certificate Administrator shall, upon
request from the applicable Master Servicer or the Special Servicer and, to the
extent such items have been delivered to the Certificate Administrator by a
Master Servicer or the 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 Special
Servicer has any questions for the related Borrower based upon the information
delivered to the 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 Servicer. Not later than 2:00 p.m. (New
York City time) on the first Business Day following each Determination Date, the
Special Servicer shall prepare and deliver or cause to be delivered to both of
the Master Servicers and the Controlling Class Representative the CMSA Special
Servicer Loan File with respect to the Specially Serviced Mortgage Loans and
Administered REO Properties, providing the required information as of such
Determination Date. In addition, the Special Servicer shall from time to time
provide the Master Servicers with such information in the Special Servicer's
possession regarding any Specially Serviced Mortgage Loan or Administered

                                     -206-


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 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, 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 April 2005.

         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 Historical Liquidation 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 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

                                     -207-


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 Historical
Liquidation 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
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.

         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

                                     -208-


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.

         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 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 Noteholders (if any),
then such Master Servicer may forward or make such information available to such
Non-Pooled Noteholders.

         (g) Certain General Provisions Regarding Reporting. The 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 Servicer, the Master Servicers and
the Certificate Administrator. Each Master Servicer may, absent manifest error,
conclusively rely on the file to be provided by the 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

                                     -209-


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
the Special Servicer, the other Master Servicer or a party under a Non-Trust
Servicing Agreement, and the Special Servicer, such other Master Servicer or
such party under such 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 the Special Servicer, such other Master Servicer or such party under such
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 the Special Servicer, such other Master
Servicer or such party under such Non-Trust Servicing Agreement (as the case may
be) provides such Master Servicer with the requisite missing information; and
such 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 the 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 the 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 the 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 the Special Servicer is
required to deliver any statement, report or information under any provision of
this Agreement, such Master Servicer or the Special Servicer, as the case may
be, may satisfy such obligation by (x) physically delivering a paper copy of
such statement, report or information, (y) delivering such statement, report or
information in a commonly used electronic format or (z) making such statement,
report or information available on 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
the 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 the 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 the Special Servicer, as the case may
be, unless the Certificate Administrator, the Trustee or the 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 the 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

                                     -210-


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 the 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.

         (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 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;

                                     -211-



              (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 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
    Special Servicer as allocated among the Mortgage Loans in such Serviced
    Mortgage Loan Group;

              (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 and the
Fiscal Agent (but in any event before 10:00 a.m. (New York City time) and the
Trustee (or the Fiscal Agent on its behalf) 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.

                                     -212-


         (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
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 or the Fiscal Agent) 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 Special Servicer any analysis, Appraisals or market
value estimates or other information in the possession of the Special Servicer
for such purposes. Any determination by a Master Servicer (or, if applicable,
the Trustee or the Fiscal Agent) 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 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 the Fiscal Agent shall also be
promptly delivered to the Certificate Administrator, the Controlling Class
Representative, the 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 and the Fiscal Agent shall be
entitled to conclusively rely on any nonrecoverability determination made by a
Master Servicer with respect to a particular P&I Advance. The 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.

                                     -213-


         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 or the Fiscal Agent) constitutes a Nonrecoverable P&I
Advance or that any proposed P&I Advance by the applicable Master Servicer (or,
if applicable, the Trustee or the Fiscal Agent), 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 Special Servicer in
support of its determination shall be promptly delivered to the Master Servicer
for the subject Mortgage Loan. The 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 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 Fiscal Agent, the 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 Fiscal
Agent, the 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 holder of each Non-Pooled Pari Passu Companion
Loan (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 the other pooling and servicing agreement.

                                     -214-


         (d) The Master Servicers, the Trustee and the Fiscal Agent 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 3.29, 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 of Section 3.05(a)(II)) reimburse itself, the Trustee or the Fiscal
Agent, 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,
the Trustee or the Fiscal Agent 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 Q, Class
P, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F, Class
E, Class D, Class C, Class B and Class A-J 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 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 such reductions in the Class Principal Balances
of the respective

                                     -215-


Classes of the Principal Balance Certificates 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 Q, REMIC II Regular Interest P,
REMIC II Regular Interest N, REMIC II Regular Interest M, REMIC II Regular
Interest L, REMIC II Regular Interest K, REMIC II Regular Interest J, REMIC II
Regular Interest H-1, REMIC II Regular Interest H-2, REMIC II Regular Interest
G, 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
B-3 and REMIC II Regular Interest A-J shall be reduced sequentially, in that
order, in each case, until such 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
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-AB Certificates, and (D) 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-3 Certificates, shall be reduced on a pro
rata basis, as among such groups of Corresponding REMIC II Regular Interests for
the respective Classes of Class A Senior 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 Certificates, they
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 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 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. All such reductions in the Uncertificated
Principal Balances of the respective REMIC II Regular Interests shall be deemed
to constitute allocations of Realized Losses and Additional Trust Fund Expenses.

         (c) On each Distribution Date, if, following the deemed distributions
to be made in respect of the REMIC I Regular Interests pursuant to Section
4.01(j), the Uncertified Principal Balance of any REMIC I Regular Interest

                                     -216-


(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 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 pursuant to the second preceding
sentence 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 Servicer, 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.

                                     -217-


                                    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 the Class A-1, Class A-2, Class
A-AB, Class A-3, Class X-1, Class X-2, 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 P and Class Q Certificates shall initially be held and transferred through
the book-entry facilities of the Depository. The Regular Interest 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 the Class A-1, Class A-2, Class
A-AB, Class A-3 and Class A-J Certificates, $100,000 in the case of the Class B,
Class C and Class D Certificates and $250,000 in the case of the remaining
Regular Interest 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 Servicer 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 the Special Servicer shall each
have the right to inspect the Certificate Register or to obtain a copy thereof
at all reasonable times, and to rely conclusively upon a certificate of the
Certificate Registrar as to the information set forth in the Certificate
Register.

                                     -218-


         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
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,
the Special Servicer, the Tax Administrator, the Certificate Administrator, the
Trustee, the Fiscal Agent 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

                                     -219-


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
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 Class X-1, Class E, Class F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, 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 Class X-1,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class P or Class Q Certificates, as applicable, and increase the denomination of
the Regulation S Global Certificate for such Class, by the denomination of the
beneficial interest in such Class specified in such orders and instructions.

         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 Trustee 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 the Class X-1, Class E, Class F, Class G, Class H, Class J, Class
K, Class L, Class M, Class N, Class P or Class Q Certificates, as applicable, 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

                                     -220-


procedures of the Depository, shall reduce the denomination of the Regulation S
Global Certificate in respect of the Class X-1, Class E, Class F, Class G, Class
H. Class J, Class K, Class L, Class M, Class N, Class P or Class Q Certificates,
as applicable, and increase the denomination of the Rule 144A Global Certificate
for such Class, by the denomination of the beneficial interest in such Class
specified in such orders and instructions.

         None of the Depositor, the Underwriters, the Certificate Administrator,
the Trustee, the Fiscal Agent, the Master Servicers, the Special Servicer, 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, the
Fiscal Agent, each Master Servicer, the 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, the Special Servicer, the 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 that is a Plan a written representation that such Transferee
satisfied the requirements of the immediately preceding clauses (iii)(X) and
(iii)(Y), together with a written agreement that such Transferee will obtain
from each of its Transferees that are Plans a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y). 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

                                     -221-


Code, and will not subject the Trustee, the Depositor, the Certificate
Administrator, the Fiscal Agent, a Master Servicer, the Special Servicer, the
Primary Servicer or a Sub-Servicer to any obligation in addition to those
undertaken in this Agreement; in the case of an 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.

                                     -222-


              (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 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

                                     -223-


              (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 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-AB, Class A-3, Class X-1, Class
X-2, 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 P and Class Q 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

                                     -224-


Certificates may not be registered by the Certificate Registrar unless such
Transfer is to a successor Depository that agrees to hold such Certificates for
the respective Certificate Owners with Ownership Interests therein. Such
Certificate Owners shall hold and Transfer their respective Ownership Interests
in and to such Certificates through the book-entry facilities of the Depository
and, except as provided in Section 5.03(c) below, shall not be entitled to
definitive, fully registered Certificates ("Definitive Certificates") in respect
of such Ownership Interests. The Class X-1, Class E, Class F, Class G, Class H,
Class J, Class K, Class L, Class M, Class N, Class P and Class Q 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 Class X-1, Class E, Class
F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and
Class Q 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
Servicer, the Trustee, the Fiscal Agent, the Depositor and the Certificate
Registrar may for all purposes, including the making of payments due on the
Book-Entry Certificates, deal with the Depository as the authorized
representative of the Certificate Owners with respect to such Certificates for
the purposes of exercising the rights of Certificateholders hereunder. 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 Servicer, 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

                                     -225-


in any Certificate (including but not limited to any Non-Registered Certificate)
which interests are transferable through the book-entry facilities of the
Depository.

         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 Servicer, 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

                                     -226-


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 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.

                                     -227-


                                   ARTICLE VI

                       THE DEPOSITOR, THE MASTER SERVICERS
                            AND THE SPECIAL SERVICER


         SECTION 6.01. Liability of the Depositor, the Master Servicers and the
                       Special Servicer.

         The Depositor, the Master Servicers and the Special Servicer shall be
liable in accordance herewith only to the extent of the respective obligations
specifically imposed upon and undertaken by the Depositor, each Master Servicer
and the Special 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 Servicer 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
Servicer 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 the Special Servicer shall be a party, or any Person succeeding to
the business of the Depositor, a Master Servicer, the 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 the 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 for the Marquis Apartments Loan Group,
the applicable Master Servicer for the Plaza La Cienega Loan Group or the
applicable Master Servicer for the Garden State Pavilion Loan Group, and with
respect to the Special Servicer, for as long as the Marquis Apartments Loan
Group, the Plaza La Cienega Loan Group or the Garden State Pavilion Loan Group,
as applicable, is serviced and administered under this Agreement, will not
result in an Adverse Rating Event with respect to any class of Marquis
Apartments Non-Pooled Mortgage Loan Securities, any class of Plaza La Cienega
Non-Pooled Mortgage Loan Securities or any class of Garden State Pavilion
Non-Pooled Mortgage Loan Securities (as confirmed in writing to the Trustee by
each applicable Rating Agency for the Marquis Apartments Non-Pooled Mortgage
Loan Securities, the Plaza La Cienega Non-Pooled Mortgage Loan Securities or
Garden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable), 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) or Section
2.07 (in the case of a successor or surviving Person to the Special Servicer).

         SECTION 6.03. Limitation on Liability of the Depositor, the Master
                       Servicers and the Special Servicer.

         (a) None of the Depositor, the Master Servicers or the Special Servicer
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 or the Special Servicer 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

                                     -228-


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 misfeasance, bad faith or negligence in the performance of, or
negligent disregard of, such party's obligations or duties hereunder. The
Depositor, each Master Servicer, the 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, the Special Servicer 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 misfeasance, 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 or the Special Servicer 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 or the 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 or the 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, 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
related Pooled Mortgage Loan and such Serviced Non-Pooled Pari Passu Companion
Loan included in such Serviced Mortgage Loan Group) and 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 relevant Collection Account and the related Subordinate Note Custodial
Account(s), prior to payment from funds in the Distribution Account or a
Collection Account that are unrelated to such Serviced Mortgage Loan Group.

         (b) In addition, none of the Master Servicers and the Special Servicer
shall have any liability with respect to, and each of the Master Servicers and
the Special Servicer 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 or the Special Servicer, as the case may be, and conforming
to the requirements of this Agreement. Each of the Master Servicers and the
Special Servicer 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 Servicer may rely, and shall be protected in
acting or refraining from acting upon, any resolution, officer's certificate,
certificate of auditors or any other certificate, statement,

                                     -229-


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 or the 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 and the
Special Servicer 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
                       Servicer.

         (a) Each of the Master Servicers and the Special Servicer 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 the 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 the Special Servicer, as the case may be,
at the date of this Agreement). Any such determination requiring the resignation
of a Master Servicer or the 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 the 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 3.28 or Section 7.02 hereof; provided that, if no successor to such
Master Servicer or the Special Servicer, as the case may be, shall have been so
appointed and have accepted appointment within 90 days after such Master
Servicer or the Special Servicer, as the case may be, has given notice of such
resignation, the resigning Master Servicer or Special Servicer, as 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 Servicer
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 has a
master servicer rating from Fitch that is equal to or greater than "CMS2" or
such successor is the other Master Servicer), and (c) solely in the case of the
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, solely with respect to the applicable Master Servicer for the
Marquis Apartments Loan Group, the Plaza La Cienega Loan Group or the Garden
State Pavilion Loan Group and the Special Servicer, for as long as the Marquis
Apartments Loan Group, the Plaza La Cienega Loan Group or the Garden State
Pavilion Loan Group, as applicable, is serviced and administered under this
Agreement, will not result in an Adverse Rating Event with respect to any class
of Marquis Apartments Non-Pooled Mortgage Loan Securities, Plaza La Cienega
Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled Mortgage
Loan Securities, as applicable (as confirmed in writing to the Trustee by each
applicable Rating Agency for the Marquis Apartments Non-Pooled Mortgage Loan
Securities, the Plaza La Cienega Non-Pooled Mortgage Loan Securities or the
Garden State Pavilion Non-Pooled Mortgage Loan Securities), (iv) the resigning
party pays all costs and expenses in connection with such transfer, and (v) the
successor accepts appointment in writing prior to the effectiveness of such
resignation.

         (c) None of the Master Servicers and the Special Servicer 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

                                     -230-


and the Special Servicer 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 the 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 the 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 Servicer.

         Each of the Master Servicers and the Special Servicer 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 Servicer shall furnish the Depositor and the Trustee with its most
recent publicly available annual audited financial statements (or, if those are
not available, then the most recent publicly available audited annual financial
statements of such Person's 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 Servicer
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 the
Special Servicer hereunder or exercise the rights of a Master Servicer or the
Special Servicer hereunder; provided, however, that none of the Master Servicers
and the Special Servicer 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 the 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 and Special Servicer May Own
                       Certificates.

         Any Master 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, the Special Servicer or an Affiliate thereof. If, at any time
during which any Master Servicer, Special Servicer or Affiliate of a Master
Servicer or the 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 the 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 the Special Servicer (as the case
may be), violate the Servicing Standard, but that, if taken, might nonetheless,
in the reasonable judgment of such Master Servicer or the Special Servicer (as
the case may be), be considered by other Persons to violate the Servicing
Standard, then such Master Servicer or the 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 the 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 the 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 the 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

                                     -231-


or its Affiliates or the 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 the
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 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.

         SECTION 6.07. Certain Matters Relating to the 11 Penn Plaza Pooled
                       Mortgage Loan.

         With respect to the 11 Penn Plaza Loan Group, the related Non-Trust
Master Servicer, the related Non-Trust Special Servicer and the trustee under
the Series 2004-PWR6 PSA, and any of their respective directors, officers,
employees or agents (collectively, the "Other Indemnified Parties"), shall be
indemnified by the Trust and held harmless against the Trust's pro rata share
(subject to the related Mortgage Loan Group Intercreditor Agreement) of any and
all claims, losses, damages, penalties, fines, forfeitures, legal fees and
related costs, judgments, and any other costs, liabilities, fees and expenses
("Losses") incurred in connection with any legal action or claim that relates to
the 11 Penn Plaza Loan Group and is unrelated to the other mortgage loans
included in the trust fund created under the Series 2004-PWR6 PSA; provided,
however, that such indemnification will not extend to any Losses incurred by
reason of any Other Indemnified Party's misfeasance, bad faith or negligence in
the performance of, or negligent disregard of, such party's obligations or
duties under the Series 2004-PWR6 PSA.

                                     -232-


                                   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), 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 the Special Servicer, any failure by the
    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;

              (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 the 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 the
    Special Servicer by the Trustee as provided in Section 3.11(f); or

              (vi) any failure on the part of a Master Servicer or the Special
    Servicer duly to observe or perform in any material respect any other of the
    covenants or agreements on the part of such Master Servicer or the Special
    Servicer, as the case may be, contained in this Agreement, 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 the Special Servicer, as the case may be,
    by any other party hereto or to such Master Servicer or the 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;
    provided, however, that, with respect to any such failure that is not
    curable within such 30-day period, such Master Servicer or the Special
    Servicer, as the

                                     -233-


    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 the Special
    Servicer of any representation or warranty contained in this Agreement that
    materially and adversely affects the interests of any Class of
    Certificateholders and which continues unremedied for a period of 30 days
    after the date on which notice of such breach, requiring the same to be
    remedied, shall have been given to such Master Servicer or the Special
    Servicer, as the case may be, by any other party hereto or to such Master
    Servicer or the 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; provided, however, that, with respect to any such
    breach that is not curable within such 30-day period, such Master Servicer
    or the 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 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 the 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 the 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 the Special Servicer shall admit in
    writing its inability to pay its debts generally as they become due, file a
    petition to take advantage of any applicable bankruptcy, insolvency or
    reorganization statute, make an assignment for the benefit of its creditors,
    voluntarily suspend payment of its obligations, or take any association or
    company action in furtherance of the foregoing; or

              (xi) a Master Servicer or the Special Servicer receives actual
    knowledge that Moody's has (A) qualified, downgraded or withdrawn its rating
    or ratings of one or more Classes of Certificates, or (B) placed one or more
    Classes of Certificates on "watch status" in contemplation of possible
    rating downgrade or withdrawal (and such "watch status" placement shall not
    have been withdrawn by Moody's within 90 days of such actual knowledge by
    the applicable Master Servicer or the Special Servicer, as the case may be),
    and, in case of either of clause (A) or (B), citing servicing concerns with
    such Master Servicer or the Special Servicer as the sole or a material
    factor in such rating action; or

              (xii) such Master Servicer ceases to have a master servicer rating
    of at least "CMS3" from Fitch or the Special Servicer ceases to have a
    special servicer rating of at least "CSS3" from Fitch.

         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) and (xii) 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

                                     -234-


the Holders of Certificates entitled to not less than 25% of the Voting Rights
or (alternatively, but solely in the case of the Special Servicer) the
Controlling Class Representative, the Trustee shall (subject to applicable
bankruptcy or insolvency law in the case of clauses (viii) through (x) of
Section 7.01(a)), 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 Serviced 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
Servicer 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 Servicer agrees that, if it is terminated pursuant to this
Section 7.01(b), it shall promptly (and in any event no later than 20 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 the 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 the Special Servicer, as the case may be, including the transfer within five
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 the 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 the Special Servicer, as the case 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 the 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).

         On and after the date (if any) when the Marquis Apartments Non-Pooled
Noteholder exercises its option in its sole discretion to subordinate the
Marquis Apartments Non-Pooled Mortgage Loan in right of payment to the Marquis
Apartments Pooled Mortgage Loan, if an Event of Default on the part of the
Special Servicer occurs that affects the Marquis Apartments Non-Pooled
Noteholder and the Special Servicer is not terminated pursuant to the provisions
set forth above, then notwithstanding that the Event of Default may be waived by
the Certificateholders, the Marquis Apartments Non-Pooled Noteholder shall be
entitled to require the Special Servicer to appoint a Sub-Servicer that will be
responsible for special servicing the Marquis Apartments Loan Group; provided
that such holder pays or causes to be paid the costs of the applicable Rating
Agency Confirmation described below. In connection with the appointment of a
Sub-Servicer in accordance with this paragraph, both (i) either (A) such
Sub-Servicer shall have a special servicer rating of not less than "CSS2" from
Fitch or (B) the Special Servicer shall obtain, at the expense of the Marquis
Apartments Non-Pooled Noteholder, a written confirmation from Fitch to the
effect that the appointment of such Sub-Servicer will not

                                     -235-


result in an Adverse Rating Event with respect to any Class of Rated
Certificates rated by Fitch and (ii) the Special Servicer shall obtain, at the
expense of the Marquis Apartments Non-Pooled Noteholder, a written confirmation
from each applicable Rating Agency for the Marquis Apartments Non-Pooled
Mortgage Loan Securities to the effect that such appointment will not result in
an Adverse Rating Event with respect to any class of Marquis Apartments
Non-Pooled Mortgage Loan Securities rated by such applicable Rating Agency. In
no event shall any waiver of an Event of Default pursuant to Section 7.04 affect
the rights of the Marquis Apartments Non-Pooled 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) or (xii) 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 the
Marquis Apartments Loan Group, the Plaza La Cienega Loan Group or the Garden
State Pavilion Loan Group and the Marquis Apartments Loan Group, the Plaza La
Cienega Loan Group or the Garden State Pavilion Loan Group, as applicable, is
then serviced and administered under this Agreement, written confirmation from
each applicable Rating Agency for the Marquis Apartments Non-Pooled Mortgage
Loan Securities, the Plaza La Cienega Non-Pooled Mortgage Loan Securities or the
Garden State Pavilion Non-Pooled Mortgage Loan Securities, as applicable, that
the appointment of such Person would not result in an Adverse Rating Event with
respect to any class of Marquis Apartments Non-Pooled Mortgage Loan Securities,
Plaza La Cienega Non-Pooled Mortgage Loan Securities or Garden State Pavilion
Non-Pooled Mortgage Loan Securities, as applicable, rated by such 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
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.

                                     -236-


         (d) Upon the assignment and acceptance of the applicable master
servicing (including, in the case of an assignment of the rights of PAR 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 3.28, be the successor in
all respects to such Master Servicer or the 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 the 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 the 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 the
Controlling Class Representative so request 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 the 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 the Marquis Apartments Loan Group, the Plaza La Cienega
Loan Group or the Garden State Pavilion Loan Group is then serviced and
administered under this Agreement) also does not result in an Adverse Rating
Event with respect to any class of Marquis Apartments Non-Pooled Mortgage Loan
Securities, any class of Plaza La Cienega Non-Pooled Mortgage Loan Securities or
any class of Garden State Pavilion Non-Pooled Mortgage Loan Securities (as
confirmed in writing to the Trustee by each applicable Rating Agency for the
Marquis Apartments Non-Pooled Mortgage Loan Securities, the Plaza La Cienega
Non-Pooled Mortgage Loan Securities or the Garden State Pavilion Non-Pooled
Mortgage Loan Securities), as applicable; and (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) has a master servicer rating from
Fitch that is lower than "CMS2", such successor is reasonably acceptable to the
Controlling Class Representative and, if such successor (other than if such
successor is the other Master Servicer) has a master servicer rating from Fitch
that is "CMS2" or above, the Controlling Class Representative shall have been
consulted with respect to the identity of (although it need not have approved)
such successor. 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

                                     -237-


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 the Special
Servicer pursuant to Section 7.01, any appointment of a successor to a Master
Servicer or the 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
3.28, 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 the Certificateholders of the
affected Classes. 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

                                     -238-


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.

                                     -239-


                                  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, the 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.

                                     -240-


              (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
    the 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, the
    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

                                     -241-


    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 Fiscal Agent, 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 Fiscal Agent appointed thereby, 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 Fiscal Agent appointed thereby,
    the Certificate Administrator or the Tax Administrator shall be responsible
    for any act or omission of a Master Servicer or the Special Servicer

                                     -242-


    (unless, in the case of the Trustee, it is acting as a Master Servicer or
    the Special Servicer, as the case may be) or of the Depositor; and

              (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 Fiscal Agent, 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 Fiscal Agent, 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 Fiscal Agent, the Certificate Administrator or the Tax
Administrator, and none of the Trustee, the Fiscal Agent, the Certificate
Administrator or the Tax Administrator assumes any responsibility for their
correctness. None of the Trustee, the Fiscal Agent, 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 Fiscal Agent, 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 the Special
Servicer (unless, in the case of the Trustee, it is acting in such capacity).
None of the Trustee, the Fiscal Agent, 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 Fiscal Agent, 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 the Special Servicer and such Master Servicer or
the Special Servicer, as the case may be, would be so responsible hereunder.
Except as contemplated by Section 11.02(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 Fiscal Agent, the Certificate
                       Administrator and the Tax Administrator May Own
                       Certificates.

         The Trustee (in its individual or any other capacity), the Fiscal
Agent, 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, such Fiscal Agent, the
Certificate Administrator or the Tax Administrator or one of their Affiliates,
as the case may be.

                                     -243-


         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, the
                       Tax Administrator and the Fiscal Agent.

         (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 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 and the
Servicer Report Administrator Fee shall accrue during each calendar month,
commencing with March 2005, at the Trustee 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 March 2005, on a principal amount equal to the Cut-off Date
Principal Balance of the particular Mortgage Loan). The Trustee 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 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 Trustee shall be responsible for the payment of the
Certificate Administrator Fee and 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, 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 Loan included in such Serviced Mortgage Loan Group) and 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 relevant Collection Account and the related
Subordinate Note Custodial Account(s), prior to payment from funds in the
Distribution Account or a Collection Account that are unrelated to such Serviced
Mortgage Loan Group.

         (b) The Trustee, the Certificate Administrator, the Fiscal Agent and
the Tax Administrator 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 the 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

                                     -244-


internal costs and expenses, (2) any cost or expense that does not constitute an
"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 Fiscal
Agent, 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 Fiscal Agent's, the Certificate
Administrator's or the Tax Administrator's obligations and duties hereunder.

         (c) The Master Servicers and the Special Servicer each shall indemnify
the Trustee, the Certificate Administrator, the Tax Administrator and the Fiscal
Agent for and hold each of them harmless against any loss, liability, claim or
expense that is a result of such Master Servicer's or the 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 the 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 the 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), or the Fiscal Agent has been reimbursed for such loss, liability, claim
or expense pursuant to Section 8.13, 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, the Tax
Administrator and the Fiscal Agent shall indemnify each of the Master Servicers
and the Special Servicer 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, the Tax Administrator's or such Fiscal Agent's, as the case may
be, negligent acts or omissions in connection with this Agreement; provided,
however, that if a Master Servicer or the 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, the Fiscal Agent, either Master Servicer or the 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 "Aa3" from Moody's and a short-term unsecured
debt rating from each Rating Agency of at least "P-2" in the case of Moody's and
"F-1" in the case of Fitch (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 the Marquis Apartments
Loan Group, the Plaza La Cienega Loan Group or the Garden State Pavilion Loan
Group is then serviced and administered under this Agreement) also will not
result in Adverse Rating Event with respect to any class of

                                     -245-


Marquis Apartments Non-Pooled Mortgage Loan Securities, Plaza La Cienega
Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled Mortgage
Loan Securities, as applicable, rated by such Rating Agency (if such Rating
Agency is an applicable Rating Agency for the Marquis Apartments Non-Pooled
Mortgage Loan Securities, the Plaza La Cienega Non-Pooled Mortgage Loan
Securities or Garden State Pavilion Non-Pooled Mortgage Loan Securities, as
applicable), in each case as confirmed in writing to the Trustee, the
Certificate Administrator, the Tax Administrator and the Depositor by such
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 "Baa2" from Moody's and "BBB" from Fitch (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
the Marquis Apartments Loan Group, the Plaza La Cienega Loan Group or the Garden
State Pavilion Loan Group is then serviced and administered under this
Agreement) also will not result in Adverse Rating Event with respect to any
class of Marquis Apartments Non-Pooled Mortgage Loan Securities, Plaza La
Cienega Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled
Mortgage Loan Securities, as applicable, rated by such Rating Agency (if such
Rating Agency is an applicable Rating Agency for the Marquis Apartments
Non-Pooled Mortgage Loan Securities, the Plaza La Cienega Non-Pooled Mortgage
Loan Securities or Garden State Pavilion Non-Pooled Mortgage Loan Securities, as
applicable), in each case as confirmed in writing to the Trustee and the
Depositor by such 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 "A1" from Moody's and "A" from Fitch (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 the Marquis Apartments Loan Group, the Plaza La Cienega Loan Group or the
Garden State Pavilion Loan Group is then serviced and administered under this
Agreement) also will not result in Adverse Rating Event with respect to any
class of Marquis Apartments Non-Pooled Mortgage Loan Securities, Plaza La
Cienega Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled
Mortgage Loan Securities, as applicable rated by such Rating Agency (if such
Rating Agency is an applicable Rating Agency for the Marquis Apartments
Non-Pooled Mortgage Loan Securities, the Plaza La Cienega Non-Pooled Mortgage
Loan Securities or Garden State Pavilion Non-Pooled Mortgage Loan Securities, as
applicable), in each case as confirmed in writing to the Trustee and the
Depositor by such Rating Agency) and an Advance Security Arrangement meeting the
requirements of Section 8.14 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 Servicer 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 the 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 Servicer,
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

                                     -246-


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 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
or (if the Marquis Apartments Loan Group, the Plaza La Cienega Loan Group or the
Garden State Pavilion Loan Group is then serviced and administered under this
Agreement) would result in an Adverse Rating Event with respect to any class of
Marquis Apartments Non-Pooled Mortgage Loan Securities, Plaza La Cienega
Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled Mortgage
Loan Securities, as applicable, rated by an applicable Rating Agency that is
also a Rating Agency for the Rated Certificates, in each case as confirmed in
writing to the Depositor by such 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 "Aa3"
from Moody's and "AA-" from Fitch and a short-term unsecured debt rating from
each Rating Agency of at least "P-2" in the case of Moody's and "F-1" in the
case of Fitch, 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 the Marquis Apartments Loan
Group, the Plaza La Cienega Loan Group or the Garden State Pavilion Loan Group
is then serviced and administered under this Agreement) also shall not result in
an Adverse Rating Event with respect to any class of Marquis Apartments
Non-Pooled Mortgage Loan Securities, Plaza La Cienega Non-Pooled Mortgage Loan
Securities or Garden State Pavilion Non-Pooled Mortgage Loan Securities, as
applicable, rated by such Rating Agency (if such Rating Agency is an applicable
Rating Agency for the Marquis Apartments Non-Pooled Mortgage Loan Securities,
the Plaza La Cienega Non-Pooled Mortgage Loan Securities or Garden State
Pavilion Non-Pooled Mortgage Loan Securities, as applicable).

                                     -247-


         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, the 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, the
Special Servicer and the predecessor trustee shall execute and deliver such
instruments and do such other things as may reasonably be required to more fully
and certainly vest and confirm in the successor trustee all such rights, powers,
duties and obligations, and to enable the successor trustee to perform its
obligations hereunder.

         (b) No successor trustee, 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.

                                     -248-


         (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 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, the 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, the 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, the 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

                                     -249-


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 (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 Servicer 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 Servicer, 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 the 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 the 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, the Special Servicer's or the Fiscal Agent'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.

                                     -250-


         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 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) Insofar as the Trustee would not otherwise satisfy the rating
requirements of Section 8.06, the Trustee may appoint, at the Trustee's own
expense, a Fiscal Agent for purposes of making Advances hereunder that are
otherwise required to be made by the Trustee. Any Fiscal Agent shall at all
times maintain a long-term unsecured debt rating of at least "Aa3" from Moody's
and "AA-" from Fitch and a short-term unsecured debt rating of at least "P-2"
from Moody's and "F-1" from Fitch (or, in the case of any Rating Agency, such
lower rating(s) as will not result in an Adverse Rating Event with respect to
any Class of Rated Certificates, as confirmed in writing to the Trustee and the
Depositor by such Rating Agency). Any Person so appointed by the Trustee
pursuant to this Section 8.13(a) subsequent to the Closing Date shall become the
Fiscal Agent on the date as of which the Trustee and the Depositor have
received: (i) if the long-term unsecured debt of the designated Person is not
rated at least "Aa3" from Moody's and "AA-" from Fitch, written confirmation
from each Rating Agency that the appointment of such designated Person will not
result in an Adverse Rating Event with respect to any Class of Rated
Certificates and any class of Marquis Apartments Non-Pooled Mortgage Loan
Securities, Plaza La Cienega Non-Pooled Mortgage Loan Securities or Garden State
Pavilion Non-Pooled Mortgage Loan Securities, as applicable; (ii) a written
agreement whereby the designated Person is appointed as, and agrees to assume
and perform the duties of, Fiscal Agent hereunder, executed by such designated
Person and the Trustee (such agreement, the "Fiscal Agent Agreement"); and (iii)
an Opinion of Counsel (which shall be paid for by the designated Person or the
Trustee) substantially to the effect that (A) the appointment of the designated
Person to serve as Fiscal Agent is in compliance with this Section 8.13, (B) the
designated Person is duly organized, validly existing and in good standing under
the laws of the jurisdiction of its organization, (C) the related Fiscal Agent
Agreement has been duly authorized, executed and delivered by the designated
Person and (D) upon execution and delivery of the related Fiscal Agent
Agreement, the designated Person shall be bound by the terms of this Agreement
and, subject to customary bankruptcy and insolvency exceptions and customary
equity exceptions, that this Agreement shall be enforceable against the
designated Person in accordance with its terms. Any Fiscal Agent appointed
pursuant to this Section 8.13(a) shall, for so long as it so acts, be deemed a
party to this Agreement for all purposes hereof. Pursuant to the related Fiscal
Agent Agreement, each Fiscal Agent, if any, appointed pursuant to this Section
8.13(a) shall make representations and warranties with respect to itself that
are comparable to those made by the initial Fiscal Agent pursuant to Section
2.11.

                                     -251-


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 to which the initial Fiscal Agent is entitled hereunder.

         (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, the
Fiscal Agent (if any) shall make such Advance when and as required by the terms
of this Agreement on behalf the Trustee as if such Fiscal Agent were the Trustee
hereunder. To the extent that the Fiscal Agent (if any) makes an Advance
pursuant to this Section 8.13 or otherwise pursuant to this Agreement, the
obligations of the Trustee under this Agreement in respect of such Advance shall
be satisfied.

         (c) All fees and expenses of any Fiscal Agent (other than 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, the
Depositor, a Master Servicer or the Special Servicer.

         (d) The obligations of any 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 (or, in the case of ABN AMRO, as LaSalle) shall act as
Trustee hereunder. Any 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
any Fiscal Agent shall be deemed to have resigned at such time as the Trustee
that appointed it (or, in the case of ABN AMRO, as LaSalle) resigns or is
removed as Trustee hereunder (in which case the responsibility for appointing a
successor Fiscal Agent in accordance with this Section 8.13(a) shall belong to
the successor Trustee insofar as such appointment is necessary for such
successor Trustee to satisfy the eligibility requirements of Section 8.06).

         (e) The Trustee shall promptly notify the other parties hereto and the
Certificateholders in writing of the appointment, resignation or removal of any
Fiscal Agent.

         SECTION 8.14. 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 (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 (as confirmed in writing to the
Trustee and the Depositor by each 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.

         SECTION 8.15. Exchange Act Reporting.

         (a) The Master Servicers, the Special Servicer, the Certificate
Administrator, the Trustee and the Fiscal Agent shall reasonably cooperate with
the Depositor in connection with the Trust's satisfaction of its reporting
requirements under the Exchange Act. Within 15 days after each Distribution
Date, the Certificate Administrator shall prepare, execute and file on behalf of
the Trust any Forms 8-K customary for similar securities as required by the
Exchange Act and the rules and regulations of the Commission thereunder;
provided that the Depositor shall file the initial Form 8-K in connection with
the issuance of the Certificates. The Certificate Administrator shall file each
Form 8-K with a copy of the related Certificate Administrator Report attached
thereto. If the Depositor directs that any other attachments are to be filed
with any Form 8-K, such attachments shall be delivered to the Certificate
Administrator in Edgar-

                                     -252-


compatible form or as otherwise agreed upon by the Certificate Administrator and
the Depositor, at the Depositor's expense, and any necessary conversion to
EDGAR-compatible format will be at the Depositor's expense. Prior to March 30th
of each year (or such earlier date as may be required by the Exchange Act and
the rules and regulations of the Commission), the Certificate Administrator
shall prepare and file an Annual Report on Form 10-K (a "Form 10-K"), in
substance as required by applicable law and applicable interpretations thereof
of the staff of the Commission. Such Form 10-K shall include as exhibits each
annual statement of compliance described under Section 3.13 and each
accountant's report described under Section 3.14, in each case to the extent
they have been timely delivered to the Certificate Administrator. If they are
not so timely delivered, the Certificate Administrator shall file an amended
Form 10-K including such documents as exhibits reasonably promptly after they
are delivered to the Certificate Administrator. Each Form 10-K shall also
include any Sarbanes-Oxley Certification required to be included therewith, as
described in paragraph (b) of this Section. The Certificate Administrator shall
have no liability with respect to any failure to properly prepare or file such
periodic reports resulting from the Certificate Administrator's inability or
failure to obtain any information not resulting from its own negligence, bad
faith or willful misconduct. Prior to January 30 of the first year in which the
Certificate Administrator is able to do so under applicable law, the Certificate
Administrator shall file a Form 15 relating to the automatic suspension of
reporting in respect of the Trust under the Exchange Act and shall provide the
Special Servicer and the Master Servicers with written notice of such filing.

         (b) The Form 10-K shall include any certification (the "Sarbanes-Oxley
Certification") required to be included therewith pursuant to the Sarbanes-Oxley
Act of 2002, and the rules and regulations of the Commission promulgated
thereunder (including any interpretations thereof by the Commission's staff).
Each Master Servicer, the Special Servicer and the Certificate Administrator
(each, a "Performing Party") shall provide to the Person who signs the
Sarbanes-Oxley Certification (the "Certifying Person") a certification (each, a
"Performance Certification"), in form and substance reasonably satisfactory to
the Depositor and the Performing Party, upon which the Certifying Person, the
entity for which the Certifying Person acts as an officer (if the Certifying
Person is an individual), and such entity's officers, directors and Affiliates
(collectively with the Certifying Person, "Certification Parties") can rely,
relating to the accuracy and completeness of the information and reports
provided under this Agreement by such Performing Party; provided, however, that
the certification required from the Special Servicer shall contain the following
information:

              (i) a statement acknowledging that the officer of the Special
    Servicer signing such certification has reviewed the information provided by
    it for inclusion in the Form 10-K to be covered by the subject
    Sarbanes-Oxley Certification;

              (ii) a statement, based on the knowledge of the officer of the
    Special Servicer that is signing such certification, that the information
    provided by it to be covered by such Sarbanes-Oxley Certification solely
    relating to actions of the Special Servicer and/or payments and other
    collections on the Specially Serviced Mortgage Loans and REO Properties,
    taken as a whole, does not contain any untrue statement of material fact or
    omit to state a material fact necessary to make the statements made, not
    misleading as of the last day of the period covered by the subject Form
    10-K;

              (iii) a statement, based on the knowledge of the officer of the
    Special Servicer that is signing such certification, that the information
    provided by it and to be covered by such Sarbanes-Oxley Certification
    relating solely to actions of the Special Servicer and/or payments and other
    collections on the Specially Serviced Mortgage Loans and REO Properties,
    includes all information of such type available to the Special Servicer and
    required to be included in the Certificate Administrator Reports for the
    relevant period covered by the subject Form 10-K; and

              (iv) a statement, based on the knowledge of the officer of the
    Special Servicer that is signing such certification, that the Special
    Servicer has disclosed all significant deficiencies relating to the Special
    Servicer's compliance with the minimum servicing standards during the period
    covered by the subject Form 10-K in the report provided by an independent
    public accountant, after conducting a review in compliance with the Uniform
    Single Attestation Program for Mortgage Bankers or similar procedure, as set
    forth in this Agreement.

                                     -253-


         Notwithstanding the foregoing, nothing in this paragraph shall require
any Performing Party to (i) certify or verify the accurateness or completeness
of any information provided to such Performing Party by third parties, (ii) to
certify information other than to such Performing Party's knowledge or (iii)
with respect to completeness of information and reports, to certify anything
other than that all fields of information called for in written reports prepared
by such Performing Party have been completed except as they have been left blank
on their face.

         In addition, if the Performing Party is a Master Servicer or the
Special Servicer, such Performing Party shall, upon request, execute a
reasonable reliance certificate acknowledging the Certification Party's right to
rely upon the Annual Compliance Certificate provided pursuant to Section 3.13,
and shall include a certification, based on the knowledge of the officer that is
signing such certification, that such Annual Compliance Certificate discloses
any significant deficiencies or defaults described to the certified public
accountants of such Performing Party to enable such accountants to render the
certificate provided for in Section 3.14.

         In addition, in the event that a Serviced Non-Pooled Pari Passu
Companion Loan is deposited into a commercial mortgage securitization, on or
before March 20th of each year with respect to which a Form 10-K is filed by the
related trustee for such commercial mortgage securitization, the applicable
Master Servicer and the Special Servicer, shall, upon request, provide to the
Person who signs the Sarbanes-Oxley Certification with respect to such
commercial mortgage securitization a certification in form and substance
reasonably satisfactory to the depositor of such commercial mortgage
securitization and the applicable Master Servicer or the Special Servicer, as
applicable, with respect to such Serviced Non-Pooled Pari Passu Companion Loan,
on which such Person and such Person's partner, representative, Affiliate,
member, manager, director, officer, employee or agent can rely.

         (c) Each Performing Party shall indemnify and hold harmless each
Certification Party from and against any losses, damages, penalties, fines,
forfeitures, reasonable and necessary legal fees and related costs, judgments
and other costs and expenses arising out of an actual breach of the applicable
Performing Party's obligations under subsection (b) of this Section or the
applicable Performing Party's negligence, bad faith or willful misconduct in
connection with such obligations.

         (d) Nothing contained in this Section shall be construed to require any
party to this Agreement, or any of such party's officers, to execute any Form
10-K or any Sarbanes-Oxley Certification. The failure of any party to this
Agreement, or any of such party's officers, to execute any Form 10-K or any
Sarbanes-Oxley Certification shall not be regarded as a breach by such party of
any of its obligations under this Agreement. The Depositor, each Master
Servicer, the Special Servicer and the Certificate Administrator hereby agree to
negotiate in good faith with respect to compliance with any further guidance
from the Commission or its staff relating to the execution of any Form 10-K and
any Sarbanes-Oxley Certification. In the event such parties agree on such
matters, this Agreement shall be amended to reflect such agreement pursuant to
Section 11.01, which amendment shall not require any Opinions of Counsel,
Officer's Certificates, Rating Agency confirmations or the consent of any
Certificateholder, notwithstanding anything to the contrary contained in this
Agreement. In no event shall the Special Servicer be required to execute any
Form 10-K or any Sarbanes-Oxley Certification.


                                     -254-



                                   ARTICLE IX

                                   TERMINATION


         SECTION 9.01. Termination Upon Repurchase or Liquidation of All Pooled
                       Mortgage Loans.

         (a) Subject to Section 9.02, 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
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 Special Servicer and approved by the Certificate Administrator
and the applicable Master Servicer, minus (C) if the purchaser is a Master
Servicer or the 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 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 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 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 or group of Controlling Class Certificateholders
              with the largest Percentage Interest in the Controlling Class; and


                                     -255-


         (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 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-AB, Class A-3, 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, the Special Servicer, the Certificate Administrator, the Tax
Administrator, the Trustee and/or the Fiscal Agent 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 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

                                     -256-


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 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 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 regulations thereunder (as evidenced by an
    Opinion of Counsel to such effect delivered on behalf and at the expense of
    the purchasing party);

                                     -257-


              (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 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 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.

                                     -258-


                                    ARTICLE X

                            ADDITIONAL TAX PROVISIONS


         SECTION 10.01. Tax Administration.

         (a) The Trustee shall elect to treat each REMIC Pool as a REMIC under
the Code and, if necessary, under Applicable State Law. Each such election will
be made on IRS Form 1066 or other appropriate federal tax or information return
or any appropriate state Tax Returns for the taxable year ending on the last day
of the calendar year in which the Certificates are issued.

         (b) The 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
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

                                     -259-


to either 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 Fiscal Agent,
if such tax arises out of or results from a breach of any of its obligations
under Article IV or this Section 10.01; (v) a 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; (vi) the Special Servicer,
if such tax arises out of or results from a breach by the Special Servicer of
any of its obligations under Article III or this Section 10.01; or (vii) the
Trust, out of the Trust Fund (exclusive of the Grantor Trust Pools), in all
other instances. If any tax is imposed on either Grantor Trust Pool, such tax,
together with all incidental costs and expenses (including, without limitation,
penalties and reasonable attorneys' fees), shall be charged to and paid by: (i)
the Special Servicer, if such tax arises out of or results from a breach by the
Special Servicer of any of its obligations under Article III or this Section
10.01; (ii) a 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); (iv) the Fiscal Agent, if such tax arises out of or results from a
breach of any of its obligations under Article IV or this Section 10.01; or (v)
the Trust, out of the portion of the Trust Fund constituting such Grantor Trust
Pool, in all other instances. Consistent with the foregoing, any tax permitted
to be incurred by the Special Servicer pursuant to Section 3.17(a) shall be
charged to and paid by the Trust. Any such amounts payable by the Trust in
respect of taxes shall be paid by the Trustee out of amounts on deposit in the
Distribution Account.

         (g) The 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

                                     -260-


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 either Grantor Trust Pool.

         (i) None of the Master Servicers, the Special Servicer, the Trustee or
the Fiscal Agent 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 either
Grantor Trust Pool.

         (j) Except as otherwise permitted by Section 3.17(a), none of the
Master Servicers, the Special Servicer or the Trustee shall enter into any
arrangement by which any REMIC Pool will receive a fee or other compensation for
services or, to the extent it is within the control of such Person, permit any
REMIC Pool to receive any income from assets other than "qualified mortgages" as
defined in Section 860G(a)(3) of the Code or "permitted investments" as defined
in Section 860G(a)(5) of the Code. At all times as may be required by the Code,
each of the respective parties hereto (to the extent it is within its control)
shall 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 identificaton 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.

         (m) Any letter of credit or cash posted by the holder of the Marquis
Apartments Non-Pooled Mortgage Loan pursuant to the exercise of its rights under
the related Mortgage Loan Group Intercreditor Agreement shall be an "outside
reserve fund" within the meaning of the REMIC Provisions, and such letter of
credit or cash, together with the right to any reimbursement thereto from any
REMIC Pool, shall be beneficially owned by the holder of the Marquis Apartments
Non-Pooled Mortgage Loan, who shall be taxable on income earned with respect
thereto.

                                     -261-


         SECTION 10.02. The Depositor, the Master Servicers, the Special
                        Servicer and the Fiscal Agent 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.

         (b) Each of the Master Servicers, the Special Servicer and the Fiscal
Agent 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.

                                     -262-


                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS


         SECTION 11.01. Amendment.

         (a) This Agreement may be amended from time to time by the mutual
agreement of the parties hereto, without the consent of any of the
Certificateholders or any of the Non-Pooled 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 Servicer, to relax or eliminate (A) any
requirement hereunder imposed by the REMIC Provisions (if the REMIC Provisions
are amended or clarified such that any such requirement may be relaxed or
eliminated) or (B) any transfer restriction imposed on the Certificates pursuant
to Section 5.02(b) or Section 5.02(c) (if applicable law is amended or clarified
such that any such restriction may be relaxed or eliminated), (v) as evidenced
by an Opinion of Counsel delivered to the Trustee, either (X) to comply with any
requirements imposed by the Code or any successor or amendatory statute or any
temporary or final regulation, revenue ruling, revenue procedure or other
written official announcement or interpretation relating to federal income tax
laws or any such proposed action which, if made effective, would apply
retroactively to any REMIC Pool or either Grantor Trust Pool at least from the
effective date of such amendment, or (Y) to avoid the occurrence of a prohibited
transaction or to reduce the incidence of any tax that would arise from any
actions taken with respect to the operation of any REMIC Pool or either Grantor
Trust Pool, (vi) subject to Section 5.02(d)(iv), to modify, add to or eliminate
any of the provisions of Section 5.02(d)(i), (ii) or (iii), or (vii) to avoid an
Adverse Rating Event with respect to any Class of Rated Certificates; provided
that (I) no such amendment may significantly change the activities of the Trust;
and (II) any such amendment for the specific purposes described in clause (iii),
(iv) or (vii) above shall not adversely affect in any material respect the
interests of any Certificateholder or any third-party beneficiary to this
Agreement or 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 the
holder of the Marquis Apartments Non-Pooled Mortgage Loan, the holder of the
Plaza La Cienega Non-Pooled Mortgage Loan or the holder of the Garden State
Pavilion Non-Pooled Mortgage Loan as a third party beneficiary of this
Agreement, a written confirmation from each applicable Rating Agency for the
Marquis Apartments Non-Pooled Mortgage Loan Securities, the Plaza La Cienega
Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled Mortgage
Loan Securities, as applicable, to the effect that such amendment shall not
result in an Adverse Rating Event with respect to any class of Marquis
Apartments Non-Pooled Mortgage Loan Securities, Plaza La Cienega Non-Pooled
Mortgage Loan Securities or Garden State Pavilion Non-Pooled Mortgage Loan
Securities, as applicable, rated by such applicable Rating Agency); and (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 also shall receive a written
confirmation from each applicable Rating Agency for the Marquis Apartments
Non-Pooled Mortgage Loan Securities, the Plaza La Cienega Non-Pooled Mortgage
Loan Securities or Garden State Pavilion Non-Pooled Mortgage Loan Securities, as
applicable, to the effect that such amendment shall not result in an Adverse
Rating Event with respect to any class of Marquis Apartments Non-Pooled Mortgage
Loan Securities, Plaza La Cienega Non-Pooled Mortgage Loan Securities or Garden
State Pavilion Non-Pooled Mortgage Loan Securities, as applicable, rated by such
applicable Rating Agency. 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 Section 8.15(d).

         (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

                                     -263-


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
11.01 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), or (v) adversely affect in any material
respect the interests of any third-party beneficiary to this Agreement or any
provision herein, without the consent of such third-party beneficiary. 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 11.01, Certificates registered in the name of the Depositor or any
Affiliate of the Depositor shall be entitled to the same Voting Rights with
respect to the matters described above as they would if registered in the name
of any other Person.

         (c) Notwithstanding any contrary provision of this Agreement, none of
the Certificate Administrator, the Trustee, the Master Servicers or the Special
Servicer 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
either 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 11.01 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization, execution and delivery thereof by Certificateholders shall be
subject to such reasonable regulations as the Trustee may prescribe.

         (f) The Trustee and the Certificate Administrator each may but shall
not be obligated to enter into any amendment pursuant to this Section 11.01 that
affects its rights, duties and immunities under this Agreement or otherwise.

         (g) The cost of any Opinion of Counsel to be delivered pursuant to
Section 11.01(a) or (c) shall be borne by the Person seeking the related
amendment, except that if the Trustee requests any amendment of this Agreement
that it reasonably believes protects or is in furtherance of the rights and
interests of Certificateholders, the cost of any Opinion of Counsel required in
connection therewith pursuant to Section 11.01(a) or (c) shall be payable out of
the Distribution Account.

         (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 the Primary Servicer's rights and duties
under the Primary Servicing Agreement, unless the Primary Servicer has consented
to such amendment (such consent not to be unreasonably withheld or delayed).

                                     -264-


         SECTION 11.02. Recordation of Agreement; Counterparts.

         (a) To the extent permitted by applicable law, this Agreement is
subject to recordation in all appropriate public offices for real property
records in all the counties or other comparable jurisdictions in which any or
all of the properties subject to the Mortgages are situated, and in any other
appropriate public recording office or elsewhere, such recordation to be
effected by the Trustee at the expense of the Trust (payable out of the
Distribution Account), but only if (i) a Master Servicer or the 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 11.03. Limitation on Rights of Certificateholders.

         (a) The death or incapacity of any Certificateholder or Non-Pooled
Noteholder shall not operate to terminate this Agreement or the Trust, nor
entitle such Certificateholder's or Non-Pooled 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 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 Noteholders from time to time as partners
or members of an association; nor shall any Certificateholder or Non-Pooled
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 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 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 enforcement of the provisions of this
Section 11.03, each and every Certificateholder and the Trustee shall be
entitled to such relief as can be given either at law or in equity.

         SECTION 11.04. 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

                                     -265-


and remedies of the parties hereunder shall be determined in accordance with
such laws. The parties hereto intend that the provisions of Section 5-1401 of
the New York General Obligations Law shall apply to this Agreement.

         SECTION 11.05. Notices.

         Any communications provided for or permitted hereunder shall be in
writing (including by telecopy) and, unless otherwise expressly provided herein,
shall be deemed to have been duly given when delivered to or, in the case of
telecopy notice, when received: (i) in the case of the Depositor, 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 4200E, Dallas, Texas, 75201, Attention: Ann Hambly, 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 Special
Servicer, ARCap Servicing, Inc., 5605 N. MacArthur Boulevard, Suite 950, Irving,
Texas 75038, Attention: Larry Duggins, telecopy number (972) 580-3888 (with a
copy to Chris Crouch, ARCap Servicing, Inc., 5605 N. MacArthur Boulevard, Suite
950, Irving, Texas 75038, telecopy number (972) 580-2808); (v) 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., 2005-PWR7, telecopy number: (410)
715-2380; (vi) in the case of the Trustee, LaSalle Bank National Association,
135 South LaSalle, Suite 1625, Chicago, Illinois 60603, Attention: Global
Securitization Trust Services Group, Bear Stearns Commercial Mortgage Securities
Inc., 2005-PWR7, telecopy number: (312) 904-2084; (vii) in the case of the
Fiscal Agent, ABN AMRO Bank N.V., 135 South LaSalle, Suite 1625, Chicago,
Illinois 60603, Attention: Global Securitization Trust Services Group, Bear
Stearns Commercial Mortgage Securities Inc., 2005-PWR7, telecopy number: (312)
904-2084; (viii) in the case of the Rating Agencies, (A) Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10007, Attention: Commercial
MBS Monitoring Department, facsimile number: (212) 553-4392, and (B) Fitch,
Inc., One State Street Plaza, New York, New York 10004, Attention: Commercial
Mortgage Surveillance; (ix) in the case of the Primary Servicer, Nationwide Life
Insurance Company, One Nationwide Plaza, 34th Floor, Columbus, Ohio 43215-2220,
Attention: Thomas Farrell, facsimile number: (614) 249-4247; and (x) 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.

         SECTION 11.06. Severability of Provisions.

         If any one or more of the covenants, agreements, provisions or terms of
this Agreement shall be for any reason whatsoever held invalid, then such
covenant(s), agreement(s), provision(s) or term(s) shall be deemed severable
from the remaining covenants, agreements, provisions or terms of this Agreement
and shall in no way affect the validity or enforceability of the other
provisions of this Agreement or of the Certificates or the rights of the Holders
thereof.

                                     -266-


         SECTION 11.07. 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 11.07 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 11.07. The Non-Pooled Noteholders (other than any
Non-Pooled 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 Noteholders shall be third-party beneficiaries to this
Agreement with respect to their rights as specifically provided for herein.

         SECTION 11.08. 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 11.09. 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.

         (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

                                     -267-


              (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 Servicer 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 Performance Certifications;

              (ii) each of its Annual Accountants' Reports;

              (iii) each report prepared pursuant to Section 3.09(e);

              (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
    Marquis Apartments Non-Pooled Mortgage Loan Securities, Plaza La Cienega
    Non-Pooled Mortgage Loan Securities or Garden State Pavilion Non-Pooled
    Mortgage Loan Securities, as applicable, 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 11.10. Notices to Controlling Class Representative.

         The Trustee, the Master Servicers and the Special Servicer 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 11.09, 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 11.11. 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 11.01. All prior negotiations or representations of the
parties are merged into this Agreement and shall have no force or effect unless
expressly stated herein.



                                     -268-


         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: /s/ Richard A. Ruffer Jr.
                                  ----------------------------------------------
                                  Name: Richard A. Ruffer Jr.
                                  Title: Vice President



                               PRUDENTIAL ASSET RESOURCES, INC.
                                 a Master Servicer


                               By: /s/ Todd Moore
                                  ----------------------------------------------
                                  Name: Todd Moore
                                  Title: Vice President Asset Management



                               WELLS FARGO BANK, NATIONAL ASSOCIATION
                                 a Master Servicer


                               By: /s/ Stewart E. McAdams
                                  ----------------------------------------------
                                  Name: Stewart E. McAdams
                                  Title: Vice President



                               ARCAP SERVICING, INC.
                                 Special Servicer


                               By: /s/ James L. Duggins
                                  ----------------------------------------------
                                  Name: James L. Duggins
                                  Title: President




                                       PSA


                               WELLS FARGO BANK, NATIONAL ASSOCIATION
                                 Solely in its capacity as Certificate
                                 Administrator and Tax Administrator


                               By: /s/ Deborah Daniels
                                  ----------------------------------------------
                                  Name: Deborah Daniels
                                  Title: Vice President



                               LASALLE BANK NATIONAL ASSOCIATION
                                 Trustee


                               By: /s/ Alyssa C. Stahl
                                  ----------------------------------------------
                                  Name: Alyssa C. Stahl
                                  Title: First Vice President



                               ABN AMRO BANK N.V.
                                 Fiscal Agent


                               By: /s/ Alyssa C. Stahl
                                  ----------------------------------------------
                                  Name: Alyssa C. Stahl
                                  Title: First Vice President



                               By: /s/ Cynthia Reis
                                  ----------------------------------------------
                                  Name: Cynthia Reis
                                  Title: Sr. Vice President






                                       PSA





STATE OF                            )
         -------------------------
                                    )  ss.:
COUNTY OF                           )
          ------------------------


         On the ______ day of March 2005, 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-AB, A-3, A-J, B, C, D, E, F, G, H, J, K, L, M, N, P,
                          Q, X-1 AND X-2 CERTIFICATES


                   CLASS [ ] COMMERCIAL MORTGAGE PASS-THROUGH
                          CERTIFICATE, SERIES 2005-PWR7

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 Amount] of the
per annum][Variable]                           Class [   ] Certificates as of the Closing Date:
                                               $___________

Closing Date:  March 24, 2005                  Initial Certificate [Principal Balance] [Notional
                                               Amount] of this Certificate as of the Closing Date:
                                               $___________

First Distribution Date:                       Aggregate Stated Principal Balance of the Mortgage
April 11, 2005                                 Loans as of the Closing Date ("Initial Pool
                                               Balance"):  $[                 ]

Master Servicer:                               Trustee:
Prudential Asset Resources, Inc.               LaSalle Bank National Association

Master Servicer:                               Certificate Administrator and Tax Administrator:
Wells Fargo Bank, National Association         Wells Fargo Bank, National Association

Special Servicer:                              Fiscal Agent:
ARCap Servicing, Inc.                          ABN AMRO Bank N.V.

Certificate No. [   ] -___                     CUSIP No.:
                                               ISIN 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, ABN AMRO
BANK N.V., PRUDENTIAL ASSET RESOURCES, INC., WELLS FARGO BANK, NATIONAL
ASSOCIATION, ARCAP SERVICING, INC., OR ANY OF THEIR RESPECTIVE AFFILIATES.
NEITHER THIS






                                     A-1-2



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 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 AND CLASS X-2 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 March 1, 2005 (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), 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 special servicer (in such capacity, the "Special
Servicer," which term includes any successor entity under the Agreement),
LaSalle Bank National Association, as trustee (the "Trustee," which term
includes any successor entity under the Agreement), and ABN AMRO Bank N.V., as
fiscal agent (the "Fiscal Agent," 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 Liquidation
Proceeds Account, the REO Account (if established), the Companion Note Custodial






                                     A-1-4



Account, 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, the Special Servicer, the Trustee,
the Certificate Administrator, the Tax Administrator, the Fiscal Agent 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 limited circumstances as are provided in
the Agreement, if this Certificate constitutes a Rule




                                     A-1-5



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 Underwriters, the
Certificate Administrator, the Trustee, the Fiscal Agent, the Master Servicers,
the Special Servicer, 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
Underwriters, the Certificate Administrator, the Trustee, the Fiscal Agent, each
Master Servicer, the 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 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, 90-29 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, the Special Servicer, the Primary Servicer, any
Sub-Servicer, any Person responsible for the servicing of any 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 that is a Plan 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 that is a Plan a similar written representation
regarding satisfaction of the requirements of the immediately preceding clauses
(iii)(X) and (iii)(Y); or (iv) a certification of facts and an Opinion of
Counsel which otherwise establish to the reasonable satisfaction of the Trustee
(or, if applicable, the Certificate Owner effecting the transfer) that such
transfer will not result in a violation of Section 406 or 407 of ERISA or
Section 4975 of the Code or result in the imposition of an excise tax under
Section 4975 of the Code.]

         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 Servicer, the Trustee,
the Certificate Administrator, the Tax Administrator, the Fiscal Agent, the
Certificate Registrar and any agent of the Depositor, the Master Servicers, the
Special Servicer, the Trustee, the Certificate Administrator, the Tax
Administrator, the Fiscal Agent 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 Servicer,
the Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal
Agent, 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 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
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
Date of Exchange     Decrease in Principal       Increase in          this Global Security         officer of
                        Amount of this        Principal Amount           following such            Trustee or
                        Global Security        of this Global        decrease (or increase)        securities
                                                  Security                                         custodian
------------------------------------------------------------------------------------------------------------------


































                                     A-1-12



                                   EXHIBIT A-2

                          FORM OF CLASS R CERTIFICATES


                           CLASS R COMMERCIAL MORTGAGE
                   PASS-THROUGH CERTIFICATE, SERIES 2005-PWR7

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:  March 24, 2005                               Percentage Interest evidenced by
                                                            this Class R Certificate: ___%

First Distribution Date:                                    Aggregate Stated Principal Balance of the Mortgage
April 11, 2005                                              Loans as of the Closing Date ("Initial Pool
                                                            Balance"):  $[                  ]

Master Servicer: Prudential Asset Resources, Inc.           Trustee:
                                                            LaSalle Bank National Association

Master Servicer:                                            Certificate Administrator and Tax Administrator:
Wells Fargo Bank, National Association                      Wells Fargo Bank, National Association
Special Servicer:                                           Fiscal Agent:
ARCap Servicing, Inc.                                       ABN AMRO Bank N.V.

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, ABN AMRO
BANK N.V., 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 March 1, 2005
(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), 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 special servicer (in such capacity, the "Special Servicer," which term
includes any successor entity under the Agreement), LaSalle Bank National
Association, as trustee (the "Trustee," which term includes any successor entity
under the Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent," 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.

         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







                                     A-2-3



Collection Accounts, the Reserve Accounts, the Interest Reserve Account, the
Excess Liquidation Proceeds Account, the REO Accounts (if established), the
Companion Note Custodial Account, 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, the Special Servicer, the Trustee, the Fiscal
Agent 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 Underwriters, the Certificate Administrator,
the Trustee, the Fiscal Agent, the Master Servicers, the Special Servicer, 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, the Special
Servicer, the Fiscal Agent, 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.

         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







                                     A-2-4



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 or 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 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





                                     A-2-5



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 sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of this
Certificate.








                                     A-2-6



         The Depositor, the Master Servicers, the Special Servicer, the Trustee,
the Certificate Administrator, the Tax Administrator, the Fiscal Agent, the
Certificate Registrar and any agent of the Depositor, the Master Servicers, the
Special Servicer, the Trustee, the Certificate Administrator, the Tax
Administrator, the Fiscal Agent 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 Servicer,
the Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal
Agent, 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 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
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.








                                     A-2-7


         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 2005-PWR7

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:  March 24, 2005                               Percentage Interest evidenced by this Class V
                                                            Certificate:  ______%

First Distribution Date:                                    Aggregate Stated Principal Balance of the Mortgage
April 11, 2005                                              Loans as of the Closing Date ("Initial Pool
                                                            Balance"):  $[                   ]

Master Servicer: Prudential Asset Resources, Inc.           Trustee:
                                                            LaSalle Bank National Association

Master Servicer:                                            Certificate Administrator and Tax Administrator:
Wells Fargo Bank, National Association                      Wells Fargo Bank, National Association

Special Servicer:                                           Fiscal Agent:
ARCap Servicing, Inc.                                       ABN AMRO Bank N.V.

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, ABN AMRO
BANK N.V., 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 March 1, 2005
(the "Agreement"), among Bear Stearns Commercial Mortgage Securities Inc., as
depositor (the "Depositor," which term includes any successor entity under the
Agreement),





                                     A-3-2



Prudential Asset Resources, Inc., as a master servicer (in such capacity, a
"Master 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 special servicer (in such capacity, the "Special Servicer," which term
includes any successor entity under the Agreement), LaSalle Bank National
Association, as trustee (the "Trustee," which term includes any successor entity
under the Agreement), and ABN AMRO Bank N.V., as fiscal agent (the "Fiscal
Agent," 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 Accounts (if established), the Companion Note
Custodial Account, 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






                                     A-3-3



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, the Special Servicer, the Trustee, any Fiscal
Agent 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 Underwriters, the Certificate Administrator,
the Trustee, the Fiscal Agent, the Master Servicers, the Special Servicer, 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, the Special Servicer, the Fiscal Agent 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 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




                                     A-3-4



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 Servicer, the Trustee,
the Certificate Administrator, the Tax Administrator, the Fiscal Agent, the
Certificate Registrar and any agent of the Depositor, the Master Servicers, the
Special Servicer, the Trustee, the Certificate Administrator, the Tax
Administrator, the Fiscal Agent 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 Servicer,
the Trustee, the Certificate Administrator, the Tax Administrator, the Fiscal
Agent, 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 payment or other liquidation
(or any advance with respect thereto) of the last Pooled Mortgage




                                     A-3-5



Loan or REO Property remaining in the Trust Fund; (ii) the purchase by one or
both Master Servicers, the 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 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

                                 [LOGO OMITTED]

--------------------------------------------------------------------------------
          Book-Entry-Only Collateralized Mortgage Obligations (CMOs)--
            Without Owner Option to Redeem/Pass-Through Securities/
                          and Asset-Backed Securities
--------------------------------------------------------------------------------


                           LETTER OF REPRESENTATIONS
                     [To be Completed by Issuer and Agent]

          Bear Stearns Commercial Mortgage Securities Trust 2005-PWR7

          -----------------------------------------------------------
                               [Name of Issuer] *


          Wells Fargo Bank, National Association
          -----------------------------------------------------------
                                 [Name of Agent]



                                                               March 23, 2005
                                                            --------------------
                                                                   [Date]

Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

     Re:  Commercial Mortgage Pass-Through Certificates
          Class A-1, Class A-2, Class A-AB, Class A-3, Class X-2,
          Class A-J, Class B, Class C and Class D
          --------------------------------------------------------------
                      [Issue description (the "Securities")]

Ladies and Gentlemen:

         This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying agent,
fiscal agent, or other such agent of Issuer with respect to the Securities.
The Securities have been issued pursuant to a trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated March 1, 2005 (the "Document"). See Rider 1
                                               ---------------------------------
                                               ["Underwriter/Placement Agent"]

* All Obligations hereunder of the Issuer will be performed by Bear Stearns
Commercial Mortgage Securities Inc. as Depositor or the Depositor will cause the
Issuer to perform such obligations.



is distributing the Securities through The Depository Trust Company ("DTC").


         To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Agent make the following representations to DTC:

         1. Prior to closing on the Securities on                      March 24,
2005 there shall be deposited with DTC one or more Security certificates
registered in the name of DTC's nominee, Cede & Co., for each stated maturity of
the Securities in the face amounts set forth on Schedule A hereto, the total of
which represents 100% of the principal amount of such Securities. If, however,
the aggregate principal amount of any maturity exceeds $400 million, one
certificate shall be issued with respect to each $400 million of principal
amount and an additional certificate shall be issued with respect to any
remaining principal amount. Each Security certificate shall bear the following
legend:

         Unless this certificate is presented by an authorized representative of
     The Depository Trust Company, a New York corporation ("DTC"), to Issuer or
     its agent for registration of transfer, exchange, or payment, and any
     certificate issued is registered in the name of Cede & Co. or in such other
     name as is requested by an authorized representative of DTC (and any
     payment is made to Cede & Co. or to such other entity as is requested by an
     authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
     HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as
     the registered owner hereof, Cede & Co., has an interest herein.

Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

         [The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

         On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.

         On each day on which Agent is open for business and on which it
receives an instruction originated by Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.

                                      -2-


         Agent agrees that its approval of a Deposit or Withdrawal Instruction
shall be deemed to be the receipt by DTC of a new reissued or reregistered
certificated Security on registration of transfer to the name of Cede & Co. for
the quantity of Securities evidenced by the Balance Certificate after the
Deposit or Withdrawal Instruction is effected.]

         [The Security certificate(s) shall be custodied with DTC.]

         2. Issuer: (a) understands that DTC has no obligation to, and will not,
communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

         3. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                    Supervisor, Proxy Unit
                    Reorganization Department
                    The Depository Trust Company
                    55 Water Street 50th Floor
                    New York, NY 10041-0099

         4. In the event of a full or partial redemption, Issuer or Agent shall
send a notice to DTC specifying: (a) the amount of the redemption or refunding;
(b) in the case of a refunding, the maturity date(s) established under the
refunding; and (c) the date such notice is to be distributed to Security holders
(the "Publication Date"). Such notice shall be sent to DTC by a secure means
(e.g., legible telecopy, registered or certified mail, overnight delivery) in a
timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use of such
means and the timeliness of such notice.) The Publication Date shall be no fewer
than 30 days nor more than 60 days prior to the redemption date or, in the case
of an advance refunding, the date that the proceeds are deposited in escrow.
Notices to DTC pursuant to this Paragraph by telecopy shall be directed to DTC's
Call Notification Department at (516) 227-4164 or (516) 227-4190. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (516) 227-4070. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                                      -3-


                    Manager, Call Notification Department
                    The Depository Trust Company
                    711 Stewart Avenue
                    Garden City, NY 11530-4719

         5. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or Agent to
Security holders shall be sent to DTC specifying the terms of the tender and the
Publication Date of such notice. Such notice shall be sent to DTC by a secure
means (e.g., legible telecopy, registered or certified mail, overnight delivery)
in a timely manner designed to assure that such notice is in DTC's possession no
later than the close of business on the business day before or, if possible, two
business days before the Publication Date. Issuer or Agent shall forward such
notice either in a separate secure transmission for each CUSIP number or in a
secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or list of each CUSIP number submitted in that transmission. (The party
sending such notice shall have a method to verify subsequently the use and
timeliness of such notice.) Notices to DTC pursuant to this Paragraph and
notices of other corporate actions by telecopy shall be directed to DTC's
Reorganization Department at (212) 855-5488. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5290. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                    Manager, Reorganization Department
                    Reorganization Window
                    The Depository Trust Company
                    55 Water Street 50th Floor
                    New York, NY 10041-0099

         6. It is understood that if the Security holders shall at any time have
the right to tender the Securities to Issuer and require that Issuer repurchase
such holders' Securities pursuant to the Document and Cede & Co., as nominee of
DTC, or its registered assigns, as the record owner, is entitled to tender the
Securities, such tenders will be effected by means of DTC's Repayment Option
Procedures. Under the Repayment Option Procedures, DTC shall receive, during the
applicable tender period, instructions from its Participants to tender
Securities for purchase. Issuer and Agent agree that such tender for purchase
may be made by DTC by means of a book-entry credit of such Securities to the
account of Agent, provided that such credit is made on or before the final day
of the applicable tender period. DTC agrees that promptly after the recording of
any such book-entry credit, it will provide to Agent an Agent Receipt and
Confirmation or the equivalent, in accordance with the Repayment Option
Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

         Agent shall send DTC notice regarding such optional tender by hand or
by a secure means (e.g., legible facsimile transmission, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice
is in DTC's possession no later than the close of business two business days
before the Publication Date. The Publication Date shall be no fewer than 15 days
prior to the expiration date of the applicable tender period. Such notice shall
state whether any partial redemption of the Securities is scheduled to occur
during the applicable optional tender

                                      -4-


period. Notices to DTC pursuant to this Paragraph by telecopy shall be directed
to DTC's Put Bond Unit at (212) 855-5235. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                    Supervisor, Put Bond Unit
                    Reorganization Department
                    The Depository Trust Company
                    55 Water Street 50th Floor
                    New York, NY 10041-0099

         7. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

         8. Issuer or Agent shall send DTC written notice with respect to the
dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably five, but
no fewer than two, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Agent contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555, and receipt of such
notices shall be confirmed by telephoning (212) 855-4550. Notices to DTC,
pursuant to this Paragraph, by mail or by any other means, shall be sent to:

                    Manager, Announcements
                    Dividend Department
                    The Depository Trust Company
                    55 Water Street 25th Floor
                    New York, NY 10041-0099

         9. Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE
FOLLOWING, AND SHALL CROSS OUT THE OTHER.] [The interest accrual period is
record date to record date.] [The interest accrual period is payment date to
payment date.] See Rider 2
               -------------------------------

         10. Issuer or Agent shall provide a written notice of interest payment
information, including the stated coupon rate information, to DTC as soon as the
information is available. Issuer or Agent shall provide such notice directly to
DTC electronically, as previously arranged by Issuer or Agent and DTC. If
electronic transmission has not been arranged, absent any other arrangements
between Issuer or Agent and DTC, such information shall be sent by telecopy to
DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-4550. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to DTC's Dividend Department as indicated in Paragraph 8.

                                      -5-


         11. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns, in same-day funds no later than 2:30 p.m.
(Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m. (Eastern
Time) on the payment date all such interest payments due Agent, or at such
earlier time as may be required by Agent to guarantee that DTC shall receive
payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Absent any other arrangements between Issuer or Agent and DTC, such funds
shall be wired to the Dividend Deposit Account number that will be stamped on
the signature page hereof at the time DTC executes this Letter of
Representations.

         12. Issuer or Agent shall provide DTC's Dividend Department, no later
than 12:00 noon (Eastern Time) on the payment date, automated notification of
CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

         13. Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such maturity and redemption payments due Agent, or at such earlier
time as required by Agent to guarantee that DTC shall receive payment in
same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date.
Absent any other arrangements between Issuer or Agent and DTC, such funds shall
be wired to the Redemption Deposit Account number that will be stamped on the
signature page hereof at the time DTC executes this Letter of Representations.

         14. Principal payments (plus accrued interest, if any) as the result of
optional tenders for purchase effected by means of DTC's Repayment Option
Procedures shall be received by Cede & Co., as nominee of DTC, or its registered
assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on the payment
date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment date all
such reorganization payments due Agent, or at such earlier time as required by
Agent to guarantee that DTC shall receive payment in same-day funds no later
than 2:30 p.m. (Eastern Time) on the payment date. Absent any other arrangements
between Issuer or Agent and DTC, such funds shall be wired to the Reorganization
Deposit Account number that will be stamped on the signature page hereof at the
time DTC executes this Letter of Representations.

         15. Agent shall send DTC all periodic certificate holders remittance
reports with respect to the Securities. If sent by facsimile transmission, such
reports shall be sent to (212) 855-4777. If the party sending the report does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-4590.

         16. DTC may direct Issuer or Agent to use any other number or address
as the number or address to which notices or payments of interest or principal
may be sent.

                                      -6-


         17. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or Agent's
invitation) necessitating a reduction in the aggregate principal amount of
Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

         18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

         19. DTC may discontinue providing its services as securities depository
with respect to the Securities at any time by giving reasonable notice to Issuer
or Agent (at which time DTC will confirm with Issuer or Agent the aggregate
principal amount of Securities outstanding). Under such 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 Participant having Securities credited to its DTC accounts.

         20. Nothing herein shall be deemed to require Agent to advance funds on
behalf of Issuer.

         21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

         22. This Letter of Representations shall be governed by, and construed
in accordance with, the laws of the State of New York, without giving effect to
principles of conflicts of law.

         23. The sender of each notice delivered to DTC pursuant to this Letter
of Representations is responsible for confirming that such notice was properly
received by DTC.

         24. Issuer recognizes 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 the following, as amended from time to time:
(a) any exemptions from registration under the Securities Act of 1933; (b) the
Investment Company Act of 1940; (c) the Employee Retirement Income Security Act
of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations thereunder.

         25. Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit

                                      -7-


at DTC, until and unless Agent shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

         26. Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at
"www.DTC.org."

         27. The following rider(s), attached hereto, are hereby incorporated
into this Letter of Representations:


  Rider 1, Rider 2, Schedule A and Schedule B
--------------------------------------------------------------------------------


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











                                      -8-


NOTES:
------

A. IF THERE IS AN AGENT (AS DEFINED
IN THIS LETTER OF REPRESENTATIONS),
AGENT AS WELL AS ISSUER MUST SIGN
THIS LETTER. IF THERE IS NO AGENT,
IN SIGNING THIS LETTER ISSUER
ITSELF UNDERTAKES TO PERFORM ALL OF
THE OBLIGATIONS SET FORTH HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS
THAT DTC BELIEVES ACCURATELY
DESCRIBE DTC, THE METHOD OF
EFFECTING BOOK-ENTRY TRANSFERS OF
SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.


                                     Very truly yours,
                                     Bear Stearns Commercial Mortgage Securities
                                     Trust 2005-PWR7
                                     By: Bear Stearns Commercial Mortgage
                                     Securities Inc., as Depositor
                                    --------------------------------------------
                                                      [Issuer]

                                     By: /s/ Richard A. Ruffer Jr.
                                    --------------------------------------------
                                          [Authorized Officer's Signature]

                                     Wells Fargo Bank, National Association
                                    --------------------------------------------
                                                       [Agent]

                                     By: /s/ Deborah Daniels
                                    --------------------------------------------
                                          [Authorized Officer's Signature]


Received and Accepted:
THE DEPOSITORY TRUST COMPANY








cc:  Underwriter/Placement Agent
     Underwriter's/Placement
     Agent's Counsel

                                       -9-


                                                                      SCHEDULE A
                                                                      ----------

                Bear Stearns Commercial Mortgage Securities Inc.
         Commercial Mortgage Pass-Through Certificates, Series 2005-PWR7
                                (Describe Issue)




                                          CERTIFICATE                                INITIAL
                                      PRINCIPAL AMOUNT OR                          PASS-THROUGH
    CLASS         CUSIP NUMBER          NOTIONAL AMOUNT        MATURITY(1)            RATE(2)
    -----         ------------          ---------------        -----------            -------

  Class A-1       07383F 3W 6              $78,000,000        February 2010           4.386%
  Class A-2       07383F 3X 4             $188,000,000          March 2012            4.945%
 Class A-AB       07383F 3Y 2             $106,000,000         October 2014           4.980%
  Class A-3       07383F 3Z 9             $527,652,000        February 2015           5.116%
  Class X-2       07383F 4A 3           $1,092,297,000          March 2013            0.439%
  Class A-J       07383F 4B 1              $85,748,000        February 2015           5.172%
   Class B        07383F 4C 9              $33,737,000          March 2015            5.214%
   Class C        07383F 4D 7               $8,434,000          March 2015            5.235%
   Class D        07383F 4E 5              $15,463,000          March 2015            5.304%


(1)  The maturity date in the specified month will be the 11th calendar day of
     such month or, if such 11th calendar day is not a business day, then the
     next succeeding business day.

(2)  Approximate.


                                      -10-


                                                                      SCHEDULE B

                SAMPLE OFFERING DOCUMENT LANGUAGE DESCRIBING DTC
              BOOK-ENTRY-ONLY ISSUANCE (Prepared by DTC--bracketed
              ----------------------------------------------------
                   material may apply 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 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 million issues of U.S. and non-U.S. equity, corporate
and municipal debt issues, and money market instrument from over 85 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
Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, 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.

         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 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

                                      -11-


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 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 the
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 such other DTC nominee) will consent
or vote with respect to the 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 the 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[nor its nominee], 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 securities 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 securities
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.

                               [GRAPHIC OMITTED]


          BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)--
            WITHOUT OWNER OPTION TO REDEEM/PASS-THROUGH SECURITIES/
                           AND ASSET-BACKED SECURITIES

                            LETTER OF REPRESENTATIONS
                      [To be Completed by Issuer and Agent]

          Bear Stearns Commercial Mortgage Securities Trust 2005-PWR7

                  --------------------------------------------
                                [Name of Issuer]*

                  Wells Fargo Bank, National Association
                  --------------------------------------------
                                 [Name of Agent]

                                                March 23, 2005
                                               --------------------------------
                                                              [Date]
Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
55 Water Street 49th Floor
New York, NY 10041-0099

       Re:   Commercial Mortgage Pass-Through Certificates, Class X-1,
          ---------------------------------------------------------------------
             Class E, Class F, Class G, Class H, Class J, Class K,
          ---------------------------------------------------------------------
             Class L, Class M, Class N, Class P and Class Q Certificates
          ---------------------------------------------------------------------
                                 [Issue description (the "Securities")]


Ladies and Gentlemen:

         This letter sets forth our understanding with respect to certain
matters relating to the Securities. Agent shall act as trustee, paying agent,
fiscal agent, or other such agent of Issuer with respect to the Securities. The
Securities have been issued pursuant to a trust indenture, trust agreement,
pooling and servicing agreement or other such document authorizing the issuance
of the Securities dated  March 1, 2005 (the "Document"). See Rider 1
                        ---------------                 -----------------------
                                                 ["Underwriter/Placement Agent"]

*All Obligations hereunder of the Issuer will be performed by Bear Stearns
Commercial Mortgage Securities Inc. as Depositor or the Depositor will cause
the Issuer to perform such obligations.






is distributing the Securities through The Depository Trust Company ("DTC").

             To induce DTC to accept the Securities as eligible for deposit at
DTC, and to act in accordance with its Rules with respect to the Securities,
Issuer and Agent make the following representations to DTC:

             1. Prior to closing on the Securities on March 24, 2005 there
shall be deposited with DTC one or more Security certificates registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities in
the face amounts set forth on Schedule A hereto, the total of which represents
100% of the principal amount of such Securities. If, however, the aggregate
principal amount of any maturity exceeds $400 million, one certificate shall be
issued with respect to each $400 million of principal amount and an additional
certificate shall be issued with respect to any remaining principal amount. Each
Security certificate shall bear the following legend:

                      Unless this certificate is presented by an authorized
             representative of The Depository Trust Company, a New York
             corporation ("DTC"), to Issuer or its agent for registration of
             transfer, exchange, or payment, and any certificate issued is
             registered in the name of Cede & Co. or in such other name as is
             requested by an authorized representative of DTC (and any payment
             is made to Cede & Co. or to such other entity as is requested by an
             authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER
             USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
             inasmuch as the registered owner hereof, Cede & Co., has an
             interest herein.

Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND SHALL
CROSS OUT THE OTHER.]

             [The Security certificate(s) shall remain in Agent's custody as a
"Balance Certificate" subject to the provisions of the Balance Certificate
Agreement between Agent and DTC currently in effect.

             On each day on which Agent is open for business and on which it
receives an instruction originated by a DTC participant ("Participant") through
DTC's Deposit/Withdrawal at Custodian ("DWAC") system to increase the
Participant's account by a specified number of Securities (a "Deposit
Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time) that day,
either approve or cancel the Deposit Instruction through the DWAC system.

             On each day on which Agent is open for business and on which it
receives an instruction originated by Participant through the DWAC system to
decrease the Participant's account by a specified number of Securities (a
"Withdrawal Instruction"), Agent shall, no later than 6:30 p.m. (Eastern Time)
that day, either approve or cancel the Withdrawal Instruction through the DWAC
system.

                                      -2-


             Agent agrees that its approval of a Deposit or Withdrawal
Instruction shall be deemed to be the receipt by DTC of a new reissued or
reregistered certificated Security on registration of transfer to the name of
Cede & Co. for the quantity of Securities evidenced by the Balance Certificate
after the Deposit or Withdrawal Instruction is effected.]

             [The Security certificate(s) shall be custodied with DTC.]

             2. Issuer: (a) understands that DTC has no obligation to, and will
not, communicate to its Participants or to any person having an interest in the
Securities any information contained in the Security certificate(s); and (b)
acknowledges that neither DTC's Participants nor any person having an interest
in the Securities shall be deemed to have notice of the provisions of the
Security certificates by virtue of submission of such certificate(s) to DTC.

             3. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Agent shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall send notice of such record date to DTC no fewer
than 15 calendar days in advance of such record date. Notices to DTC pursuant to
this Paragraph by telecopy shall be directed to DTC's Reorganization Department,
Proxy Unit at (212) 855-5181 or (212) 855-5182. If the party sending the notice
does not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5202. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                      Supervisor, Proxy Unit
                      Reorganization Department
                      The Depository Trust Company
                      55 Water Street
                      50th Floor
                      New York, NY 10041-0099

             4. In the event of a full or partial redemption, Issuer or Agent
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be distributed to
Security holders (the "Publication Date"). Such notice shall be sent to DTC by a
secure means (e.g., legible telecopy, registered or certified mail, overnight
delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before or, if
possible, two business days before the Publication Date. Issuer or Agent shall
forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable)
which includes a manifest or list of each CUSIP number submitted in that
transmission. (The party sending such notice shall have a method to verify
subsequently the use of such means and the timeliness of such notice.) The
Publication Date shall be no fewer than 30 days nor more than 60 days prior to
the redemption date or, in the case of an advance refunding, the date that the
proceeds are deposited in escrow. Notices to DTC pursuant to this Paragraph by
telecopy shall be directed to DTC's Call Notification Department at (516)
227-4164 or (516) 227-4190. If the party sending the notice does not receive a
telecopy receipt from DTC confirming that the notice has been received, such
party shall telephone (516) 227-4070. Notices to DTC pursuant to this Paragraph,
by mail or by any other means, shall be sent to:

                                      -3-


                               Manager, Call Notification Department
                               The Depository Trust Company
                               711 Stewart Avenue
                               Garden City, NY  11530-4719

             5. In the event of an invitation to tender the Securities
(including mandatory tenders, exchanges, and capital changes), notice by Issuer
or Agent to Security holders shall be sent to DTC specifying the terms of the
tender and the Publication Date of such notice. Such notice shall be sent to DTC
by a secure means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is in
DTC's possession no later than the close of business on the business day before
or, if possible, two business days before the Publication Date. Issuer or Agent
shall forward such notice either in a separate secure transmission for each
CUSIP number or in a secure transmission for multiple CUSIP numbers (if
applicable) which includes a manifest or list of each CUSIP number submitted in
that transmission. (The party sending such notice shall have a method to verify
subsequently the use and timeliness of such notice.) Notices to DTC pursuant to
this Paragraph and notices of other corporate actions by telecopy shall be
directed to DTC's Reorganization Department at (212) 855-5488. If the party
sending the notice does not receive a telecopy receipt from DTC confirming that
the notice has been received, such party shall telephone (212) 855-5290. Notices
to DTC pursuant to this Paragraph, by mail or by any other means, shall be sent
to:

                                Manager, Reorganization Department
                                Reorganization Window
                                The Depository Trust Company
                                55 Water Street
                                50th Floor
                                New York, NY 10041-0099

             6. It is understood that if the Security holders shall at any time
have the right to tender the Securities to Issuer and require that Issuer
repurchase such holders' Securities pursuant to the Document and Cede & Co., as
nominee of DTC, or its registered assigns, as the record owner, is entitled to
tender the Securities, such tenders will be effected by means of DTC's Repayment
Option Procedures. Under the Repayment Option Procedures, DTC shall receive,
during the applicable tender period, instructions from its Participants to
tender Securities for purchase. Issuer and Agent agree that such tender for
purchase may be made by DTC by means of a book-entry credit of such Securities
to the account of Agent, provided that such credit is made on or before the
final day of the applicable tender period. DTC agrees that promptly after the
recording of any such book-entry credit, it will provide to Agent an Agent
Receipt and Confirmation or the equivalent, in accordance with the Repayment
Option Procedures, identifying the Securities and the aggregate principal amount
thereof as to which such tender for purchase has been made.

             Agent shall send DTC notice regarding such optional tender by hand
or by a secure means (e.g., legible facsimile transmission, registered or
certified mail, overnight delivery) in a timely manner designed to assure that
such notice is in DTC's possession no later than the close of business two
business days before the Publication Date. The Publication Date shall be no
fewer than 15 days prior to the expiration date of the applicable tender period.
Such notice shall state whether any partial redemption of the Securities is
scheduled to occur during the applicable optional tender

                                      -4-



period. Notices to DTC pursuant to this Paragraph by telecopy shall be directed
to DTC's Put Bond Unit at (212) 855-5235. If the party sending the notice does
not receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (212) 855-5230. Notices to DTC pursuant to
this Paragraph, by mail or by any other means, shall be sent to:

                            Supervisor, Put Bond Unit
                            Reorganization Department
                            The Depository Trust Company
                            55 Water Street
                            50th Floor
                            New York, NY 10041-0099

             7. All notices and payment advices sent to DTC shall contain the
CUSIP number of the Securities.

             8. Issuer or Agent shall send DTC written notice with respect to
the dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably five, but
no fewer than two, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, any special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Agent contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555, and receipt of such
notices shall be confirmed by telephoning (212) 855-4550. Notices to DTC,
pursuant to this Paragraph, by mail or by any other means, shall be sent to:

                             Manager, Announcements
                             Dividend Department
                             The Depository Trust Company
                             55 Water Street 25th Floor
                             New York, NY 10041-0099

             9. Issuer represents: [NOTE: ISSUER MUST REPRESENT ONE OF THE
FOLLOWING, AND SHALL CROSS OUT THE OTHER.] [The interest accrual period is
record date to record date.] [The interest accrual period is payment date to
payment date.] See Rider 2

             10. Issuer or Agent shall provide a written notice of interest
payment information, including the stated coupon rate information, to DTC as
soon as the information is available. Issuer or Agent shall provide such notice
directly to DTC electronically, as previously arranged by Issuer or Agent and
DTC. If electronic transmission has not been arranged, absent any other
arrangements between Issuer or Agent and DTC, such information shall be sent by
telecopy to DTC's Dividend Department at (212) 855-4555 or (212) 855-4556. If
the party sending the notice does not receive a telecopy receipt from DTC
confirming that the notice has been received, such party shall telephone (212)
855-4550. Notices to DTC pursuant to this Paragraph, by mail or by any other
means, shall be sent to DTC's Dividend Department as indicated in Paragraph 8.

                                      -5-


             11. Interest payments and principal payments that are part of
periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns, in same-day funds no later than 2:30
p.m. (Eastern Time) on each payment date. Issuer shall remit by 1:00 p.m.
(Eastern Time) on the payment date all such interest payments due Agent, or at
such earlier time as may be required by Agent to guarantee that DTC shall
receive payment in same-day funds no later than 2:30 p.m. (Eastern Time) on the
payment date. Absent any other arrangements between Issuer or Agent and DTC,
such funds shall be wired to the Dividend Deposit Account number that will be
stamped on the signature page hereof at the time DTC executes this Letter of
Representations.

             12. Issuer or Agent shall provide DTC's Dividend Department, no
later than 12:00 noon (Eastern Time) on the payment date, automated notification
of CUSIP-level detail. If the circumstances prevent the funds paid to DTC from
equaling the dollar amount associated with the detail payments by 12:00 noon
(Eastern Time), Issuer or Agent must provide CUSIP-level reconciliation to DTC
no later than 2:30 p.m. (Eastern Time). Reconciliation must be provided by
either automated means or written format. Such reconciliation notice, if sent by
telecopy, shall be directed to DTC Dividend Department at (212) 855-4633 and
receipt of such reconciliation notice shall be confirmed by telephoning (212)
855-4430.

             13. Maturity and redemption payments allocated with respect to each
CUSIP number shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such maturity and redemption payments due Agent, or at such earlier
time as required by Agent to guarantee that DTC shall receive payment in
same-day funds no later than 2:30 p.m. (Eastern Time) on the payment date.
Absent any other arrangements between Issuer or Agent and DTC, such funds shall
be wired to the Redemption Deposit Account number that will be stamped on the
signature page hereof at the time DTC executes this Letter of Representations.

             14. Principal payments (plus accrued interest, if any) as the
result of optional tenders for purchase effected by means of DTC's Repayment
Option Procedures shall be received by Cede & Co., as nominee of DTC, or its
registered assigns, in same-day funds no later than 2:30 p.m. (Eastern Time) on
the payment date. Issuer shall remit by 1:00 p.m. (Eastern Time) on the payment
date all such reorganization payments due Agent, or at such earlier time as
required by Agent to guarantee that DTC shall receive payment in same-day funds
no later than 2:30 p.m. (Eastern Time) on the payment date. Absent any other
arrangements between Issuer or Agent and DTC, such funds shall be wired to the
Reorganization Deposit Account number that will be stamped on the signature page
hereof at the time DTC executes this Letter of Representations.

             15. Agent shall send DTC all periodic certificate holders
remittance reports with respect to the Securities. If sent by facsimile
transmission, such reports shall be sent to (212) 855-4777. If the party sending
the report does not receive a telecopy receipt from DTC confirming that the
notice has been received, such party shall telephone (212) 855-4590.

             16. DTC may direct Issuer or Agent to use any other number or
address as the number or address to which notices or payments of interest or
principal may be sent.

                                      -6-


             17. In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's or
Agent's invitation) necessitating a reduction in the aggregate principal amount
of Securities outstanding or an advance refunding of part of the Securities
outstanding, DTC, in its discretion: (a) may request Issuer or Agent to issue
and authenticate a new Security certificate; or (b) may make an appropriate
notation on the Security certificate indicating the date and amount of such
reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment, if required.

             18. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Agent
shall notify DTC of the availability of certificates. In such event, Issuer or
Agent shall issue, transfer, and exchange certificates in appropriate amounts,
as required by DTC and others.

             19. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent (at which time DTC will confirm with Issuer or Agent
the aggregate principal amount of Securities outstanding). Under such
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 Participant having Securities credited to its DTC
accounts.

             20. Nothing herein shall be deemed to require Agent to advance
funds on behalf of Issuer.

             21. This Letter of Representations may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original,
but all such counterparts together shall constitute but one and the same
instrument.

             22. This Letter of Representations shall be governed by, and
construed in accordance with, the laws of the State of New York, without giving
effect to principles of conflicts of law.

             23. The sender of each notice delivered to DTC pursuant to this
Letter of Representations is responsible for confirming that such notice was
properly received by DTC.

             24. Issuer recognizes 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 the following, as amended from time to
time: (a) any exemptions from registration under the Securities Act of 1933; (b)
the Investment Company Act of 1940; (c) the Employee Retirement Income Security
Act of 1974; (d) the Internal Revenue Code of 1986; (e) any rules of any
self-regulatory organizations (as defined under the Securities Exchange Act of
1934); or (f) any other local, state, or federal laws or regulations thereunder.

             25. Issuer hereby authorizes DTC to provide to Agent listings of
Participants' holdings, known as Securities Position Listings ("SPLs") with
respect to the Securities from time to time at the request of the Agent. DTC
charges a fee for such SPLs. This authorization, unless revoked by Issuer, shall
continue with respect to the Securities while any Securities are on deposit


                                      -7-



at DTC, until and unless Agent shall no longer be acting. In such event, Issuer
shall provide DTC with similar evidence, satisfactory to DTC, of the
authorization of any successor thereto so to act. Requests for SPLs shall be
sent by telecopy to the Proxy Unit of DTC's Reorganization Department at (212)
855-5181 or (212) 855-5182. Receipt of such requests shall be confirmed by
telephoning (212) 855-5202. Requests for SPLs, sent by mail or by any other
means, shall be directed to the address indicated in Paragraph 3.

             26. Issuer and Agent shall comply with the applicable requirements
stated in DTC's Operational Arrangements, as they may be amended from time to
time. DTC's Operational Arrangements are posted on DTC's website at
"www.DTC.org."

             27. The following rider(s), attached hereto, are hereby
incorporated into this Letter of Representations:

Rider 1, Rider 2, Schedule A, Schedule B and Rule 144A Rider
-------------------------------------------------------------------------------

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


                                      -8-


NOTES:

A. IF THERE IS AN AGENT (AS DEFINED IN THIS LETTER OF REPRESENTATIONS), AGENT AS
WELL AS ISSUER MUST SIGN THIS LETTER. IF THERE IS NO AGENT, IN SIGNING THIS
LETTER ISSUER ITSELF UNDERTAKES TO PERFORM ALL OF THE OBLIGATIONS SET FORTH
HEREIN.

B. SCHEDULE B CONTAINS STATEMENTS THAT DTC BELIEVES ACCURATELY DESCRIBE DTC, THE
METHOD OF EFFECTING BOOK-ENTRY TRANSFERS OF SECURITIES DISTRIBUTED THROUGH DTC,
AND CERTAIN RELATED MATTERS.

Very truly yours,
Bear Stearns Commercial Mortgage Securities
Trust 2005-PWR7
By: Bear Stearns Commercial Mortgage Securities Inc., as
Depositor
---------------------------------------------------------
                     [Issuer]

By:    /s/ Richard A. Ruffer Jr.
    -----------------------------------------------------
           [Authorized Officer's Signature]

Wells Fargo Bank, National Association
---------------------------------------------------------
                      [Agent]

By:  /s/ Deborah Daniels
    -----------------------------------------------------
           [Authorized Officer's Signature]




Received and Accepted:
THE DEPOSITORY TRUST COMPANY








cc: Underwriter/Placement Agent
    Underwriter's/Placement Agent's Counsel


                                      -9-



                                                                      SCHEDULE A

                Bear Stearns Commercial Mortgage Securities Inc.
         Commercial Mortgage Pass-Through Certificates, Series 2005-PWR7
                                (Describe Issue)



                                                CERTIFICATE                                    INITIAL
                                            PRINCIPAL AMOUNT OR                              PASS-THROUGH
       CLASS              CUSIP NUMBER        NOTIONAL AMOUNT           MATURITY(1)             RATE(2)
       -----              ------------        ---------------           -----------             -------

Class X-1 (3) No. 1       07383F 4F 2      $1,124,565,652 (4)(5)       February 2025            0.049%
Class X-1 (6) No. 2       U0743B RS 5                  $0 (4)(5)       February 2025            0.049%
Class E (3) No. 1         07383F 4G 0         $11,246,000 (5)           March 2015              5.501%
Class E (6) No. 2         U0743B RT 3                  $0 (5)           March 2015              5.501%
Class F (3) No. 1         07383F 4H 8         $11,245,000 (5)           March 2015              5.521%
Class F (6) No. 2         U0743B RU 0                  $0 (5)           March 2015              5.521%
Class G (3) No. 1         07383F 4J 4          $9,840,000 (5)           March 2015              5.521%
Class G (6) No. 2         U0743B RV 8                  $0 (5)           March 2015              5.521%
Class H (3) No. 1         07383F 4K 1         $12,652,000 (5)           March 2015              5.521%
Class H (6) No. 2         U0743B RW 6                  $0 (5)           March 2015              5.521%
Class J (3) No. 1         07383F 4L 9          $4,217,000 (5)           March 2015              4.963%
Class J (6) No. 2         U0743B RX 4                  $0 (5)           March 2015              4.963%
Class K (3) No. 1         07383F 4M 7          $4,217,000 (5)          January 2016             4.963%
Class K (6) No. 2         U0743B RY 2                  $0 (5)          January 2016             4.963%
Class L (3) No. 1         07383F 4N 5          $5,623,000 (5)            June 2016              4.963%
Class L (6) No. 2         U0743B RZ 9                  $0 (5)            June 2016              4.963%
Class M (3) No. 1         07383F 4P 0          $4,217,000 (5)           March 2018              4.963%
Class M (6) No. 2         U0743B SA 3                  $0 (5)           March 2018              4.963%
Class N (3) No. 1         07383F 4Q 8          $1,406,000 (5)          October 2018             4.963%
Class N (6) No. 2         U0743B SB 1                  $0 (5)          October 2018             4.963%
Class P (3) No. 1         07383F 4R 6          $2,811,000 (5)          November 2019            4.963%
Class P (6) No. 2         U0743B SC 9                  $0 (5)          November 2019            4.963%
Class Q (3) No. 1         07383F 4S 4         $14,057,652 (5)          February 2025            4.963%
Class Q (6) No. 2         U0743B SD 7                  $0 (5)          February 2025            4.963%


----------
(1)  The maturity date in the specified month will be the 11th calendar day of
     such month or, if such 11th calendar day is not a business day, then the
     next succeeding business day.

(2)  Approximate.

(3)  Rule 144A Securities.

(4)  Notional Amount.

(5)  The combined principal amount or notional amount, as applicable, of the
     Rule 144A global notes and the Regulation S global notes will not exceed
     $1,124,565,652 for the Class X-1 Certificates, $11,246,000 for the Class E
     Certificates, $11,245,000 for the Class F Certificates, $9,840,000 for the
     Class G Certificates, $12,652,000 for the Class H Certificates, $4,217,000
     for the Class J Certificates, $4,217,000 for the Class K Certificates,
     $5,623,000 for the Class L Certificates, $4,217,000 for the Class M
     Certificates, $1,406,000 for the Class N Certificates, $2,811,000 for the
     Class P Certificates and $14,057,652 for the Class Q Certificates.

(6)  Regulation S Securities.

                                      -10-


                                                              SCHEDULE B
                                                              ----------

                        SAMPLE OFFERING DOCUMENT LANGUAGE
                     DESCRIBING DTC BOOK-ENTRY-ONLY ISSUANCE
                     ---------------------------------------
     (Prepared by DTC--bracketed material may apply 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 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 million issues of U.S. and non-U.S. equity, corporate
and municipal debt issues, and money market instrument from over 85 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
Government Securities Clearing Corporation, MBS Clearing Corporation, and
Emerging Markets Clearing Corporation (NSCC, GSCC, MBSCC, 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.

             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 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 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 the
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 such other DTC nominee) will
consent or vote with respect to the 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 the 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 [nor its nominee], 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 securities
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 securities 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.

                                   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:  Asset Backed Securities Trust
  Services Group--Bear Stearns Commercial Mortgage Securities Inc., 2005-PWR7

            Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
                   Mortgage Pass-Through Certificates, Series 2005-PWR7

         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 March 1, 2005 (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"),
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 special servicer, ABN AMRO Bank N.V. as fiscal agent 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:  Asset Backed Securities Trust
  Services Group--Bear Stearns Commercial Mortgage Securities Inc., 2005-PWR7

            Re:    Bear Stearns Commercial Mortgage Securities Inc., Commercial
                   Mortgage Pass-Through Certificates, Series 2005-PWR7

         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 March 1, 2005 (the "Pooling and Servicing Agreement"), among Bear
Stearns Commercial Mortgage Securities Inc. as depositor, Prudential Asset
Resources, Inc. as a master servicer, Wells Fargo Bank, National Association as
a master servicer, as certificate administrator and as tax administrator, ARCap
Servicing, Inc. as special servicer (in such capacity, the "Special Servicer"),
ABN AMRO Bank N.V. as fiscal agent and you as trustee (in such capacity, the
"Trustee"), the undersigned as 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

                                     C-2-1


Mortgage Loan is being foreclosed, in which case the Mortgage File (or such
portion thereof) will be returned when no longer required by us for such
purpose, 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.

                                                ARCAP SERVICING, INC.
                                                as Special Servicer


                                                By:
                                                   -----------------------------
                                                   Name:
                                                   Title:








                                   EXHIBIT D

                    FORM OF CERTIFICATE ADMINISTRATOR REPORT















                                       D-1




                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                               @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005



                           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                                                      7
     Current Mortgage Loan and Property Stratification Tables           8-10
     Mortgage Loan Detail                                               11
     Principal Prepayment Detail                                        12
     Historical Detail                                                  13
     Delinquency Loan Detail                                            14
     Specially Serviced Loan Detail                                    15-16
     Modified Loan Detail                                               17
     Liquidated Loan Detail                                             18
     Bond / Collateral Realized Loss Reconciliation                     19
     Defeased Loan Detail                                               20

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

                                    DEPOSITOR
================================================================================

     Bear Stearns Commercial Mortgage Securities Inc.
     383 Madison Avenue
     New York, NY 10179

     Contact:       General Information Number
     Phone Number:  (212) 272-2000

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

                                 MASTER SERVICER
================================================================================

     Prudiential Asset Resources, Inc.
     2200 Ross Avenue, Suite 4900E
     Dallas, TX 75201

     Contact:       Hal Collett
     Phone Number:  (214) 721-6032

                                 MASTER SERVICER
================================================================================

     Wells Fargo Bank, N.A.
     45 Fremont Street, 2nd Floor
     investorreporting@wellsfargo.com
     San Francisco, CA 94105

     Contact:       Matilde Sanchez
     Phone Number:  (415) 222-2364

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

                                SPECIAL SERVICER
================================================================================

     ARCap Servicing, Inc.
     5605 N. MacArthur Blvd.
     Irving, TX 75038

     Contact:       Chris Crouch
     Phone Number:  (972) 580-1688

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

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 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                               @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005


                        CERTIFICATE DISTRIBUTION DETAIL




====================================================================================================================================
                                                                                       Realized
                                                                                         Loss/
                 Pass-                                                                Additional                          Current
                Through  Original   Beginning    Principal     Interest  Prepayment  Trust Fund     Total      Ending  Subordination
  Class   CUSIP  Rate     Balance    Balance   Distribution  Distribution  Premium     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-4           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   A-5           0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
   A-6           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
    P            0.000000%   0.00      0.00        0.00          0.00        0.00        0.00       0.00        0.00       0.00
    Q            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
=======================================================================================================


(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 deviding the result by (A).

--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                   Page 2 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005


                           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-4                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-5                  0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
   A-6                  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
    P                   0.00000000    0.00000000   0.00000000   0.00000000       0.00000000    0.00000000
    Q                   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
=========================================================================


--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                   Page 3 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005


                             RECONCILIATION DETAIL

                         ADVANCE SUMMARY

P&I Advances Outstanding                               0.00
Servicing Advances Outstanding                         0.00

Reimbursements for Interest on P&I                     0.00
Advances paid from general collections

Reimbursements for Interest on Servicing               0.00
Advances paid from general collections

                  MASTER SERVICING FEE SUMMARY

Current Period Accrued Master Servicing Fees                     0.00
Less Master Servicing Fees on Delinquent Payments                0.00
Less Reductions to Master Servicing Fees                         0.00
Plus Master Servicing Fees on Delinquent Payments Received       0.00
Plus Adjustments for Prior Master Servicing Calculation          0.00
Total Master Servicing Fees Collected                            0.00

CERTIFICATE INTEREST RECONCILIATION



-----------------------------------------------------------------------------------------------------------------------------------
            Accrued       Net Aggregate      Distributable      Distributable      Additional                   Remaining Unpaid
Class     Certificate       Prepayment       Certificate     Certificate Interest  Trust Fund     Interest        Distributable
           Interest     Interest Shortfall     Interest           Adjustment        Expenses    Distribution   Certificate Interest
-----------------------------------------------------------------------------------------------------------------------------------

 A-1           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-2           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-3           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-4           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-5           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-6           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 A-J           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 X-1           0.00             0.00               0.00                0.00             0.00         0.00                0.00
 X-2           0.00             0.00               0.00                0.00             0.00         0.00                0.00
  B            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  C            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  D            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  E            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  F            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  G            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  H            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  J            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  K            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  L            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  M            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  N            0.00             0.00               0.00                0.00             0.00         0.00                0.00
  P            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
===================================================================================================================================


--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                   Page 4 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005


                   OTHER REQUIRED INFORMATION

Available Distribution Amount                     0.00

Aggregate Number of Outstanding Loans                0
Aggregate Unpaid Principal Balance of Loans       0.00
Aggregate Stated Principal Balance of Loans       0.00

Aggergate Excess Liquidation Proceeds Balance     0.00

Aggregate Amount of Servicing Fee                 0.00
Aggregate Amount of Special Servicing Fee         0.00
Aggregate Amount of Trustee Fee                   0.00
Aggregate Certificate Administrator Fee           0.00
Aggregate Trust Fund Expenses                     0.00

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 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005


                           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 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005


                                 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-4
 A-5
 A-6
 A-J
 X-1
 X-2
  B
  C
  D
  E
  F
  G
  H
  J
  K
  L
  M
  P
  Q
------------------------------------------------------------------------------------


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 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005


            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES

                               SCHEDULED BALANCE

--------------------------------------------------------------------------------
                                          % of
   Scheduled     # of      Scheduled      Agg.      WAM              Weighted
    Balance      loans      Balance       Bal.      (2)     WAC     Avg DSCR (1)
--------------------------------------------------------------------------------















--------------------------------------------------------------------------------
   Totals
================================================================================

                                   STATE (3)

--------------------------------------------------------------------------------
                                          % of
                 # of      Scheduled      Agg.      WAM              Weighted
      State      Props.     Balance       Bal.      (2)     WAC     Avg DSCR (1)
--------------------------------------------------------------------------------















--------------------------------------------------------------------------------
   Totals
================================================================================

See footnotes on last page of this section.

--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                   Page 8 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005


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

            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES



                          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 9 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005


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

            CURRENT MORTGAGE LOAN AND PROPERTY STRATIFICATION TABLES



               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          # of    Scheduled    Agg.     WAM                 Weighted
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 Paying Agent
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 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




----------------------------------------------------------------------------------------------------------------
                                               MORTGAGE LOAN DETAIL

----------------------------------------------------------------------------------------------------------------
                                                                                  Anticipated              Neg.
 Loan              Property                      Interest    Principal   Gross     Repayment   Maturity   Amort
Number   ODCR      Type (1)    City     State     Payment     Payment    Coupon       Date       Date     (Y/N)
----------------------------------------------------------------------------------------------------------------











----------------------------------------------------------------------------------------------------------------
Totals
----------------------------------------------------------------------------------------------------------------


---------------------------------------------------------------------------------------
           Beginning     Ending       Paid     Appraisal    Appraisal     Res.    Mod.
 Loan      Scheduled    Scheduled     Thru     Reduction    Reduction    Strat.   Code
Number      Balance      Balance      Date        Date        Amount      (2)      (3)
---------------------------------------------------------------------------------------











---------------------------------------------------------------------------------------
Totals
---------------------------------------------------------------------------------------


                   (1) Property Type Code
                   ----------------------

MF  -  Multi-Family                     OF  -  Office
RT  -  Retail                           MU  -  Mixed Use
HC  -  Health Care                      LO  -  Lodging
IN  -  Industrial                       SS  -  Self Storage
WH  -  Warehouse                        OT  -  Other
MH  -  Mobile Home Park


                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                    10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                         Foreclosure
3 - Bankruptcy           8 - Resolved               11 - Full Payoff
4 - Extension            9 - Pending Return         12 - Reps and Warranties
5 - Note Sale                to Master Servicer     13 - Other or TBD

                              (3) Modification Code
                              ---------------------

                            1 - Maturity Date Extension
                            2 - Authorization Change
                            3 - Principal Write-Off
                            4 - Combination

--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 11 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




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

                                                  PRINCIPAL PREPAYMENT DETAIL

-----------------------------------------------------------------------------------------------------------------------------
                                         Principal Prepayment Amount                      Prepayment Penalties
                Offering Document    -------------------------------------   ------------------------------------------------
Loan Number      Cross-Reference     Payoff Amount     Curtailment Amount     Prepayment Premium     Yield Maintenance Charge
-----------------------------------------------------------------------------------------------------------------------------


















-----------------------------------------------------------------------------------------------------------------------------
  Totals
-----------------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 12 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




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

                                                          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 aging
      categories.

--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 13 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




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

                                                      DELINQUENCY LOAN DETAIL

----------------------------------------------------------------------------------------------------------------------------------
                   Offering        # of                     Current     Outstanding   Status of    Resolution
                   Document       Months    Paid Through      P&I           P&I        Mortgage     Strategy       Servicing
Loan Number    Cross-Reference    Delinq.       Date        Advances     Advances      Loan (1)     Code (2)     Transfer Date
----------------------------------------------------------------------------------------------------------------------------------





















----------------------------------------------------------------------------------------------------------------------------------
  Totals
----------------------------------------------------------------------------------------------------------------------------------


----------------------------------------------------------------------------------
                              Actual      Outstanding
             Foreclosure       Loan        Servicing    Bankruptcy    REO
Loan Number     Date         Balance       Advances        Date       Date
----------------------------------------------------------------------------------





















----------------------------------------------------------------------------------
  Totals
----------------------------------------------------------------------------------


                          (1) Status of Mortgage Loan
                          ---------------------------

A  -  Payments Not Received               2  -  Two Months Delinquent
      But Still in Grace Period           3  -  Three or More Months Delinquent
B  -  Late Payment But Less               4  -  Assumed Scheduled Payment
      Than 1 Month Delinquent                   (Performing Matured Loan)
0  -  Current                             7  -  Foreclosure
1  -  One Month Delinquent                9  -  REO


                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                   10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                        Foreclosure
3 - Bankruptcy           8 - Resolved              11 - Full Payoff
4 - Extension            9 - Pending Return        12 - Reps and Warranties
5 - Note Sale                to Master Servicer    13 - Other or TBD

--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 14 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




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

                                            SPECIALLY SERVICED LOAN DETAIL - PART 1

-----------------------------------------------------------------------------------------------------------------------------
                          Offering     Servicing  Resolution                                                        Net
Distribution    Loan      Document      Transfer   Strategy     Scheduled   Property          Interest  Actual   Operating
   Date        Number  Cross-Reference    Date      Code (1)     Balance    Type (2)   State    Rate    Balance   Income
-----------------------------------------------------------------------------------------------------------------------------











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


--------------------------------------------------------------------
                                                         Remaining
Distribution   NOI                 Note     Maturity   Amortization
   Date       Date       DSCR      Date       Date         Term
--------------------------------------------------------------------











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


                          (1) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                  10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                       Foreclosure
3 - Bankruptcy           8 - Resolved             11 - Full Payoff
4 - Extension            9 - Pending Return       12 - Reps and Warranties
5 - Note Sale                to Master Servicer   13 - Other or TBD

              (2) Property Type Code
              ----------------------

MF - Multi-Family             OF - Office
RT - Retail                   MU - Mixed use
HC - Health Care              LO - Lodging
IN - Industrial               SS - Self Storage
WH - Warehouse                OT - Other
MH - Mobile Home Park

--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 15 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




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

                                               SPECIALLY SERVICED LOAN DETAIL - PART 2

------------------------------------------------------------------------------------------------------------------------------------
                         Offering      Resolution     Site
Distribution   Loan       Document      Strategy   Inspection                Appraisal  Appraisal     Other REO
    Date      Number  Cross-Reference   Code (1)      Date     Phase 1 Date     Date      Value    Property Revenue     Comment
------------------------------------------------------------------------------------------------------------------------------------
















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


                          (1) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                    10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                         Foreclosure
3 - Bankruptcy           8 - Resolved               11 - Full Payoff
4 - Extension            9 - Pending Return         12 - Reps and Warranties
5 - Note Sale                to Master Servicer     13 - Other or TBD

--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 16 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




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

                                                        MODIFIED LOAN DETAIL

------------------------------------------------------------------------------------------------------------------------------------
                   Offering
 Loan              Document      Pre-Modification
Number         Cross-Reference        Balance           Modification Date                       Modification Description
------------------------------------------------------------------------------------------------------------------------------------















------------------------------------------------------------------------------------------------------------------------------------
Totals
------------------------------------------------------------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 17 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




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

                                                  LIQUIDATED LOAN DETAIL

----------------------------------------------------------------------------------------------------------------------
          Final Recovery        Offering                                                              Gross Proceeds
 Loan     Determination         Document         Appraisal     Appraisal     Actual       Gross          as a % of
Number        Date          Cross-Reference        Date         Value       Balance     Proceeds      Actual Balance
----------------------------------------------------------------------------------------------------------------------















----------------------------------------------------------------------------------------------------------------------
  Current Total
----------------------------------------------------------------------------------------------------------------------
Cumulative Total
----------------------------------------------------------------------------------------------------------------------




------------------------------------------------------------------------------------
           Aggregate          Net         Net Proceeds                  Repurchased
 Loan     Liquidation     Liquidation      as a % of        Realized     by Seller
Number     Expenses*       Proceeds      Actual Balance       Loss         (Y/N)
------------------------------------------------------------------------------------















------------------------------------------------------------------------------------
  Current Total
------------------------------------------------------------------------------------
Cumulative Total
------------------------------------------------------------------------------------


* Aggregate liquidation expenses also include outstanding P & I advances and
  unpaid fees (servicing, trustee, etc.).

--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 18 of 20








                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




-----------------------------------------------------------------------------------------------------------------------------------
                                   Beginning                                                  Amounts
                                   Balance of      Aggregate      Prior Realized         Covered by Over-      Interest (Shortage)/
Distribution      Prospectus      the Loan at    Realized Loss     Loss Applied       collateralization and    Excesses applied to
  Date                id          Liquidation       on Loans      to Certificates     other Credit Support     other Credit Support
-----------------------------------------------------------------------------------------------------------------------------------
















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



----------------------------------------------------------------------------------------------------------------------------
                   Modification           Additional
                   Adjustments/          (Recoveries)/        Current Realized      Recoveries of    (Recoveries)/Realized
Distribution    Appraisal Reduction   Expenses applied to      Loss Applied to    Realized Losses       Loss Applied to
  Date             Adjsustment         Realized Losses           Certificates       Paid as Cash      Certificate Interest
-----------------------------------------------------------------------------------------------------------------------------















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


--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 19 of 20






                                                                                          -----------------------------------------
                                                                                          For Additional Information please contact
[WELLS FARGO LOGO OMITTED]                                                                       CTSLink Customer Service
                                    BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.                  (301) 815-6600
WELLS FARGO BANK, N.A.               COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES         Reports Available on the World Wide Web
CORPORATE TRUST SERVICES                            SERIES 2005-PWR7                              @ www.ctslink.com/cmbs
9062 OLD ANNAPOLIS ROAD                                                                   -----------------------------------------
COLUMBIA, MD 21045-1951                                                                            PAYMENT DATE: 04/11/2005
                                                                                                   RECORD DATE:  3/31/2005




-----------------------------------------------------------------------------------------------------------------------
                                               DEFEASED LOAN DETAIL

-----------------------------------------------------------------------------------------------------------------------
                      Offering Document         Ending Scheduled       Maturity
Loan Number            Cross-Reference              Balance              Date        Note Rate      Defeasance Status
-----------------------------------------------------------------------------------------------------------------------











-----------------------------------------------------------------------------------------------------------------------
Totals
-----------------------------------------------------------------------------------------------------------------------


                   (1) Property Type Code
                   ----------------------

MF  -  Multi-Family                     OF  -  Office
RT  -  Retail                           MU  -  Mixed Use
HC  -  Health Care                      LO  -  Lodging
IN  -  Industrial                       SS  -  Self Storage
WH  -  Warehouse                        OT  -  Other
MH  -  Mobile Home Park                 DL  -  Defeasance Loan


                          (2) Resolution Strategy Code
                          ----------------------------

1 - Modification         6 - DPO                    10 - Deed In Lieu Of
2 - Foreclosure          7 - REO                         Foreclosure
3 - Bankruptcy           8 - Resolved               11 - Full Payoff
4 - Extension            9 - Pending Return         12 - Reps and Warranties
5 - Note Sale                to Master Servicer     13 - Other or TBD

                              (3) Defeasance Code
                              -------------------

                            P - Partial Defeasance
                            F - Full Defeasance
                            N - No Defeasance Occured
                            X - Defeasance not Allowable

--------------------------------------------------------------------------------
Copyright, Wells Fargo Bank, N.A.                                  Page 20 of 20

                                   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
3.28 of the Pooling and Servicing Agreement) and (iii) the net amount of such
Advance Interest giving effect to such offset.





                                     E-1-1


                                   EXHIBIT E-2

                 FORM OF ARCAP MORTGAGE LOANS DELINQUENT REPORT



                        MORTGAGE LOANS DELINQUENCY REPORT
                         As of Month End
                                        ---------------

                                         Deal Name



                                                                             OUTSTANDING  OUTSTANDING          FIRST
LOAN   LOAN   PRO-SUPP  PROPERTY     ENDING     SCHEDULED  LATE  UNALLOCATED    P & I      SERVICING    PAID    DUE   GRACE
NBR  OFFICER     ID       NAME    SCH.PRIN.BAL.  PAYMENT   FEES    SUSPENSE   ADVANCES     ADVANCES    TO DATE  DATE   DAYS COMMENTS














SPECIALLY SERVICED LOANS
------------------------






                                     E-2-1


                                   EXHIBIT E-3

             FORM OF ARCAP P&I ADVANCES AS OF REMITTANCE DATE REPORT





                                                                                                           -------------------------
                       [DEAL NAME]                                                                          ADVANCES DETAIL REPORT
                                                                                                           -------------------------
                       [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 TO  ADVANCE   ADVANCE  ADMIN FEE   ASER   INTEREST    T & I    ADVANCE       ON      ADVANCE   PRINCIPAL
NUMBER   NO    NAME      DATE   BALANCE   BALANCE   PORTION   AMOUNT  ADVANCE    ADVANCE   BALANCE    ADVANCES   BALANCE    BALANCE














           -------------------------------------------------------------------------------------------------------------------------
            TOTALS
           =========================================================================================================================


                                     E-3-1


                                   EXHIBIT E-4

                       FORM OF ARCAP REALIZED LOSS REPORT


               [The form is identical to the form that appears as
                        Exhibit E-8 to this Agreement.]








                                     E-4-1


                                   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-5-1


                                   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        Actual              PDF/TIF          Per Section 3.12/4.02 of PSA
              Loan Documents
--------------------------------------------------------------------------------------------------------------------
                                                                                      Within 30 days of annual or
           Property Inspection                   Actual              PDF/TIF          other inspection per Section
                                                                                              3.12 of PSA
--------------------------------------------------------------------------------------------------------------------
    P&I Advances as of Remittance Date           Monthly              Excel         Master Servicer Remittance Date
                Report(1)
--------------------------------------------------------------------------------------------------------------------
   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-6-1


         The 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-6-2


                                   EXHIBIT E-7

           MONTHLY ADDITIONAL REPORT ON RECOVERIES AND REIMBURSEMENTS




-----------------------------------------------------------------------------------------------------------------------
MONTHLY ADDITIONAL REPORT ON RECOVERIES AND                                                      Example
REIMBURSEMENTS
LOAN BY LOAN
APPLICABLE TO WORKOUT DELAYED REIMBURSEMENT AMOUNTS AND NONRECOVERABLE
ADVANCES

DISTRIBUTION DATE:          11/15/2003
                            lp48                new           new         new         new     new    New
TRUST RECORDS                                                             G           H              I            J
-----------------------------------------------------------------------------------------------------------------------
                                                                         UNREIMBURSED ADVANCES


                            MODIFICATION        DEEMED NON-                                            INITIAL
PROSPECTUS   SERVICER       DATE (IF            RECOVERABLE   TYPE        INITIAL     ADVANCE       REIMBURSEMENT
ID           LOAN #         APPLICABLE)         DATE          ADVANCE     AMOUNT      INTEREST          DATE
-----------------------------------------------------------------------------------------------------------------------

      10     xxx                11/1/2003       na            P & I        50,000      3,000          11/12/2003


      11     xxx                11/1/2003         11/4/2003   P & I        50,000      3,000          11/12/2003


      12     xxx            na                    11/4/2003   Legal        10,000        500          11/12/2003

-----------------------------------------------------------------------------------------------------------------------
totals
             *Unreimbursed(in process),  N=(G + H) - (K + M)

             1       2      3                   4              5            6           7                 8



---------------------------------------------------------------------------------------------------------
MONTHLY ADDITIONAL REPORT ON RECOVERIES AND
REIMBURSEMENTS
LOAN BY LOAN
APPLICABLE TO WORKOUT DELAYED REIMBURSEMENT AMOUNTS AND NONRECOVERABLE
ADVANCES

DISTRIBUTIONDATE:          11/15/2003
                                 calc             new                    calc          calc
TRUST RECORDS                         K                    L                       M           N
---------------------------------------------------------------------------------------------------------
                             REIMBURSED ADVANCES
                           PRINCIPAL COLLECTIONS             INTEREST COLLECTIONS



PROSPECTUS                                                                             AMOUNTS STILL
ID                        CURRENT         CUMULATIVE       CURRENT       CUMULATIVE        DUE *
---------------------------------------------------------------------------------------------------------

      10                   45,000            45,000              0               0         8,000


      11                   53,000            53,000              0               0             0


      12                        0                 0         10,500          10,500             0

---------------------------------------------------------------------------------------------------------
totals


                                9                10             11              12             13





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


new            new             calc            new            new               new            new         lp36          lp 11
BORROWER INFORMATION
------------------------------------------------------------------------------------------------------------------------------------

               CURRENT                                        IF NONRECOVERABLE
               AMOUNTS                                        ADVANCES
UNLIQUIDATED   PAID BY         UNLIQUIDATED    IS IT STILL    REIMBURSED FROM
ADVANCES       BORROWER OR     ADVANCES        RECOVERABLE    PRINCIPAL,        INTEREST                               ARD
(BEGINNING     PROCEEDS OF     (ENDING         OR NONRECOV-   REALIZED LOSS     SHORTFALL                ACTUAL LOAN   DATE/MATURITY
BALANCE)       RELATED LOAN    BALANCE)        ERABLE?        AMOUNT            TO TRUST       COMMENTS  BALANCE       DATE
------------------------------------------------------------------------------------------------------------------------------------

  53,000             0            53,000       R                       0              0   Modification   $5,053,000     Nov-07
                                                                                          & rolled into
                                                                                          loan balance
       0             0                 0       N                  53,000              0   Modificatio    $5,000,000     Nov-07
                                                                                          forgiveness
                                                                                          of debt Legal
       0             0                 0       N                       0         10,500   expense-       $2,000,000     Nov-07
                                                                                          interest
                                                                                          shortfall
                                                                                          to trust



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

      14            15                16       17                     18             19            20           21          22


                                      E-7-1


                                   EXHIBIT E-8
                               REALIZED LOSS FORM



                 ------------------------------------------------------------------------------------------- Instructions
                 REALIZED LOSS FORM (PREPARED BY                                                             to MS and    Items that
                 SPECIAL AND MASTER SERVICERS)                                                               Trustee      affect 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 Payoff Proceedsor 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:


    New      A   Other Unpaid Fees and                                               3,000.00                place in suspense
                 expenses                                                                                    until legal
    New      B   Other amounts                                                           -                   final invoice
     -           TOTAL                                                                              3,000.00 received

             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 x SHORTFALLS OR 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                              626,861.05
                 -------------------------------------------------
                 BALANCE (IF POSITIVE NUMBER) (REFER TO PSA FOR
                 ALLOCATION) (OPTIONAL)
     -       A   Amounts allocated to Interest shortfall--
                 Current Period                                           -
     -       B   Amount applied to Interest shortfall or
                 principal loss--Prior Period                         626,861.05
     -       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
                 Date               Description        Amount    Class that received funds (optional)                           x
                 ----               -----------        ------    ------------------------------------

    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-8-1

                                   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 2005-PWR7
[OR OTHER CERTIFICATE REGISTRAR]

     Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2005-PWR7, Class ______ Certificates
          [having an initial aggregate Certificate [Principal Balance] [Notional
          Amount] as of March 24, 2005 (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 March 1, 2005 among Bear Stearns Commercial Mortgage Securities
Inc., as Depositor, Prudential Asset Resources, Inc., as a Master Servicer,
Wells Fargo Bank, National Association, as a Master Servicer, as Certificate
Administrator and as Tax Administrator, ARCap Servicing, Inc., as Special
Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO Bank N.V.,
as Fiscal Agent. 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 Transferred Certificate or any other similar security to any
person in any manner, (b) solicited


                                     F-1-1


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-1-2


                                  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 2005-PWR7
[OR OTHER CERTIFICATE REGISTRAR]

     Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2005-PWR7, Class ______ Certificates
          [having an initial aggregate Certificate [Principal Balance] [Notional
          Amount] as of March 24, 2005 (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 March 1, 2005 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer, Wells Fargo Bank, National Association, as a Master
Servicer, as Certificate Administrator and as Tax Administrator, ARCap
Servicing, Inc., as Special Servicer, LaSalle Bank National Association, as
Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. 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.

                                       Very truly yours,


                                       -----------------------------------------
                                       (Transferee)


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                             Nominee Acknowledgment
                             ----------------------

     The undersigned hereby acknowledges and agrees that as to the Transferred
Certificates being registered in its name, the sole beneficial owner thereof is
and shall be the Transferee identified above, for whom the undersigned is acting
as nominee.


                                       -----------------------------------------
                                       (Nominee)

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                     F-2A-2


                                                         ANNEX 1 TO EXHIBIT F-2A
                                                         -----------------------


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A
            --------------------------------------------------------

          [For Transferees Other Than Registered Investment Companies]

     The undersigned hereby certifies as follows to [name of Transferor] (the
"Transferor") and [name of Certificate Registrar], as Certificate Registrar,
with respect to the mortgage pass-through certificates being transferred (the
"Transferred Certificates") as described in the Transferee certificate to which
this certification relates and to which this certification is an Annex:

     1. As indicated below, the undersigned is the chief financial officer, a
person fulfilling an equivalent function, or other executive officer of the
entity purchasing the Transferred Certificates (the "Transferee").

     2. The Transferee is a "qualified institutional buyer" as that term is
defined in Rule 144A under the Securities Act of 1933, as amended ("Rule 144A")
because (i) the Transferee [each of the Transferee's equity owners] owned and/or
invested on a discretionary basis $______________________(1) in securities
(other than the excluded securities referred to below) as of the end of the
Transferee's most recent fiscal year (such amount being calculated in accordance
with Rule 144A) and (ii) the Transferee satisfies the criteria in the category
marked below.

     ___  Corporation, etc. The Transferee is a corporation (other than a bank,
          savings and loan association or similar institution), Massachusetts or
          similar business trust, partnership, or any organization described in
          Section 501(c)(3) of the Internal Revenue Code of 1986.

     ___  Bank. The Transferee (a) is a national bank or a banking institution
          organized under the laws of any state, U.S. territory or the District
          of Columbia, the business of which is substantially confined to
          banking and is supervised by the state or territorial banking
          commission or similar official or is a foreign bank or equivalent
          institution, and (b) has an audited net worth of at least $25,000,000
          as demonstrated in its latest annual financial statements, a copy of
          which is attached hereto, as of a date not more than 16 months
          preceding the date of sale of the Transferred Certificates in the case
          of a U.S. bank, and not more than 18 months preceding such date of
          sale in the case of a foreign bank or equivalent institution.

     ___  Savings and Loan. The Transferee (a) is a savings and loan
          association, building and loan association, cooperative bank,
          homestead association or similar



----------
(1) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     F-2A-3


          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-4


     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-5


                                                         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-6


     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-7


                                  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 2005-PWR7
[OR OTHER CERTIFICATE REGISTRAR]

     Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2005-PWR7, Class ______ Certificates
          [having an initial aggregate Certificate [Principal Balance] [Notional
          Amount] as of March 24, 2005 (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 March 1, 2005 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer, Wells Fargo Bank, National Association, as a Master
Servicer, as Certificate Administrator and as Tax Administrator, ARCap
Servicing, Inc., as Special Servicer, LaSalle Bank National Association, as
Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. 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.


                                     F-2B-3


     7. If the Transferee proposes that the Transferred Certificates be
registered in the name of a nominee, such nominee has completed the Nominee
Acknowledgment below.


                                       Very truly yours,


                                       -----------------------------------------
                                       (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-2B-4


                                  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 2005-PWR7, Class __ Certificates
          having an initial aggregate Certificate [Principal Balance] [Notional
          Amount] as of March 24, 2005 (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 March 1, 2005 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as depositor (the "Depositor"), Prudential
Asset Resources, Inc., as a master servicer, Wells Fargo Bank National
Association, as a master servicer, as certificate administrator and as tax
administrator, ARCap Servicing, Inc., as special servicer, LaSalle Bank National
Association, as trustee (the "Trustee"), and ABN AMRO Bank N.V., as fiscal
agent. 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.


                                       Very truly yours,


                                       -----------------------------------------
                                       (Transferee)


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                     F-2C-3


                                                         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



----------
(2) Transferee or each of its equity owners must own and/or invest on a
discretionary basis at least $100,000,000 in securities unless Transferee or any
such equity owner, as the case may be, is a dealer, and, in that case,
Transferee or such equity owner, as the case may be, must own and/or invest on a
discretionary basis at least $10,000,000 in securities.


                                     F-2C-4


          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-5


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-6


                                                         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-7


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-8


                                  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 2005-PWR7, Class __ Certificates
          having an initial aggregate Certificate [Principal Balance] [Notional
          Amount] as of March 24, 2005 (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 March 1, 2005, among Bear Stearns Commercial Mortgage
Securities Inc., as depositor, Prudential Asset Resources, Inc., as a master
servicer, Wells Fargo Bank, National Association, as a master servicer, as
certificate administrator and as tax administrator, ARCap Servicing, Inc., as
special servicer, LaSalle Bank National Association, as trustee, and ABN AMRO
Bank N.V., as fiscal agent. 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.

     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-2


                                  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 2005-PWR7 (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 March 1, 2005 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Prudential Asset Resources, Inc. as a master servicer, Wells Fargo
Bank, National Association, as a master servicer, as certificate administrator
and as tax administrator, ARCap Servicing, Inc., as special servicer, LaSalle
Bank National Association, as trustee, and ABN AMRO Bank N.V., as fiscal agent.
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 2005-PWR7 (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 March 1, 2005 (the "Pooling and Servicing Agreement"),
among Bear Stearns Commercial Mortgage Securities Inc., as depositor (the
"Depositor"), Prudential Asset Resources, Inc., as a master servicer, Wells
Fargo Bank, National Association, as a master servicer, as certificate
administrator and as tax administrator, ARCap Servicing, Inc., as special
servicer, LaSalle Bank National Association, as trustee, and ABN AMRO Bank N.V.,
as fiscal agent. 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 2005-PWR7
[OR OTHER CERTIFICATE REGISTRAR]

     Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2005-PWR7, Class ______ Certificates
          [having an initial aggregate Certificate [Principal Balance] [Notional
          Amount] as of March 24, 2005 (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 March
1, 2005 among Bear Stearns Commercial Mortgage Securities Inc., as Depositor,
Prudential Asset Resources, Inc., as a Master Servicer, Wells Fargo Bank,
National Association, as a Master Servicer, as Certificate Administrator and as
Tax Administrator, ARCap Servicing, Inc., as Special Servicer, LaSalle Bank
National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All
capitalized terms used but not otherwise defined herein shall have the
respective meanings set forth in the Pooling and Servicing Agreement. The
Transferee hereby certifies, represents and warrants to you as Certificate
Registrar, as follows (check the applicable paragraph):

___  The Transferee is neither (A) a retirement plan or other employee benefit
     plan or arrangement, including an individual retirement account or annuity,
     a Keogh plan or a collective investment fund or separate account in which
     such plans, accounts or arrangements are invested, including an insurance
     company general account, that is subject to ERISA or Section 4975 of the
     Code (each, a "Plan"), nor (B) a Person who is directly or indirectly
     purchasing the Transferred Certificates on behalf of, as named fiduciary
     of, as trustee of, or with assets of a Plan; or


                                     G-1-1


___  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.

___  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, 90-24 or 90-29), 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, the Fiscal Agent, any Mortgage Loan Seller, either Master
     Servicer, the Special Servicer, any Sub-Servicer, 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
     representation that such Transferee, if a Plan, satisfies the requirements
     of the immediately preceding clauses (X) and (Y), together with a written
     agreement that such Transferee will obtain from each of its Transferees
     that are Plans a similar written representation regarding satisfaction of
     the requirements of the immediately preceding clauses (X) and (Y).

                                       Very truly yours,

                                       [TRANSFEREE]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:



                                     G-1-2


                                   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 2005-PWR7, Class ____ Certificates
          [having an initial aggregate [Principal Balance] [Notional Amount] as
          of March 24, 2005 (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 March 1, 2005 (the "Pooling and Servicing Agreement"), among Bear Stearns
Commercial Mortgage Securities Inc., as Depositor, Prudential Asset Resources,
Inc., as a Master Servicer, Wells Fargo Bank, National Association, as a Master
Servicer, as Certificate Administrator and as Tax Administrator, ARCap
Servicing, Inc., as Special Servicer, LaSalle Bank National Association, as
Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. All capitalized terms used but
not otherwise defined herein shall have the respective meanings set forth in the
Pooling and Servicing Agreement. The Transferee hereby certifies, represents and
warrants to you as follows (check the applicable paragraph):

___  The Transferee is neither (A) a retirement plan, an employee benefit plan
     or other retirement arrangement, including an individual retirement account
     or annuity, a Keogh plan or a collective investment fund or separate
     account in which such plans, accounts or arrangements are invested,
     including an insurance company general account, that is subject to Section
     406 of ERISA or Section 4975 of the Code (each, a "Plan"), nor (B) a Person
     who is directly or indirectly purchasing an interest in the Transferred
     Certificates on behalf of, as named fiduciary of, as trustee of, or with
     assets of, a Plan;

___  The Transferee is using funds from an insurance company general account to
     acquire an interest in the Transferred Certificates, and the purchase and
     holding of such interest by such Person are exempt from the prohibited
     transaction provisions of Section 406 of


                                     G-2-1


     ERISA and Section 4975 of the Code under Sections I and III of Prohibited
     Transaction Class Exemption 95-60; or

___  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, 90-24 or 90-29), 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, the Fiscal Agent, any Mortgage Loan Seller, either Master
     Servicer, the Special Servicer, any Sub-Servicer, 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
     representation that such Transferee, if a Plan, satisfies the requirements
     of the immediately preceding clauses (X) and (Y), together with a written
     agreement that such Transferee will obtain from each of its Transferees
     that are Plans a similar written representation regarding satisfaction of
     the requirements of the immediately preceding clauses (X) and (Y).

                                       [TRANSFEREE]


                                       By:
                                          --------------------------------------
                                          Name:
                                          Title:


                                     G-2-2


                                   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 2005-PWR7
          (the "Certificates") issued pursuant to the Pooling and Servicing
          Agreement (the "Pooling and Servicing Agreement"), dated as of March
          1, 2005, among Bear Stearns Commercial Mortgage Securities Inc., as
          Depositor, Wells Fargo Bank, National Association, as a Master
          Servicer, as Certificate Administrator and as Tax Administrator,
          Prudential Asset Resources, Inc., as a Master Servicer, ARCap
          Servicing, Inc., as Special Servicer, LaSalle Bank National
          Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent.

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 2005-PWR7
[OR OTHER CERTIFICATE REGISTRAR]

     Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2005-PWR7, 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 March
1, 2005 among Bear Stearns Commercial Mortgage Securities Inc., as Depositor,
Prudential Asset Resources, Inc., as a Master Servicer, Wells Fargo Bank,
National Association, as a Master Servicer, as Certificate Administrator and as
Tax Administrator, ARCap Servicing, Inc., as Special Servicer, LaSalle Bank
National Association, as Trustee, and ABN AMRO Bank N.V., as Fiscal Agent. 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]


Moody's Investors Service, Inc.
99 Church Street
New York, New York 10007
Attention: __________________

Fitch, Inc.
One State Street Plaza, 31st Floor
New York, New York 10004
Attention: __________________

     Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2005-PWR7

Ladies and Gentlemen:

     This notice is being delivered pursuant to Section 3.27 of the Pooling and
Servicing Agreement, dated as of March 1, 2005 (the "Agreement") among Bear
Stearns Commercial Mortgage Securities Inc., as Depositor, Prudential Asset
Resources, Inc., as a Master Servicer, Wells Fargo Bank, National Association,
as a Master Servicer, as Certificate Administrator and as Tax Administrator,
ARCap Servicing, Inc., as Special Servicer, the undersigned as Trustee, and ABN
AMRO Bank N.V., as Fiscal Agent, and relating to Bear Stearns Commercial
Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series
2005-PWR7 (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 Special Servicer
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
Special Servicer 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:

MOODY'S INVESTORS SERVICE, 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] [FISCAL AGENT] [MASTER SERVICERS] [DEPOSITOR] [SPECIAL SERVICER]


     Re:  Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
          Pass-Through Certificates, Series 2005-PWR7

Ladies and Gentlemen:

     Pursuant to Section 3.28 of the Pooling and Servicing Agreement, dated as
of March 1, 2005 relating to Bear Stearns Commercial Mortgage Securities Inc.,
Commercial Mortgage Pass-Through Certificates, Series 2005-PWR7 (the
"Agreement"), the undersigned hereby agrees with all the other parties to the
Agreement that the undersigned shall serve as Special Servicer under, and as
defined in, the Agreement. The undersigned hereby acknowledges and agrees that,
as of the date hereof, it is and shall be a party to the Agreement and bound
thereby to the full extent indicated therein in the capacity of Special
Servicer. 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: ____________________.



                                       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 2005-PWR7
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust
Services Group--Bear Stearns Commercial Mortgage Securities Inc., 2005-PWR7


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 2005-PWR7
135 South LaSalle Street, Suite 1625
Chicago, Illinois 60603
Attention:  Asset Backed Securities Trust Services Group--
Bear Stearns Commercial Mortgage Securities Inc., 2005-PWR7

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
2005-PWR7 Certificates (referred to as the "Secured Party" for purposes of this
financing statement only), under that certain Pooling and Servicing Agreement,
dated as of March 1, 2005 (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"), 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 special servicer (in such capacity, the "Special Servicer")
and ABN AMRO Bank N.V. as fiscal agent, relating to the issuance of the Debtor's
Commercial Mortgage Pass-Through Certificates, Series 2005-PWR7 (collectively,
the "Series 2005-PWR7 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 respective REO Accounts required to be maintained by the
          Special Servicer pursuant to the Pooling and Servicing Agreement, (b)
          all funds from time to time on deposit in each 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 Servicer 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 Servicer; 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

                      [See Schedules I-A, I-B, I-C and I-D]


                                      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 2005-PWR7

     In accordance with the Pooling and Servicing Agreement, dated as of March
1, 2005 (the "Pooling and Servicing Agreement"), among Bear Stearns Commercial
Mortgage Securities Inc., as Depositor, Prudential Asset Resources, Inc., as a
Master Servicer, Wells Fargo Bank, National Association, as a Master Servicer,
as Certificate Administrator and as Tax Administrator, ARCap Servicing, Inc., as
Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO
Bank N.V., as Fiscal Agent, with respect to the Bear Stearns Commercial Mortgage
Securities Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-PWR7
(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 2005-PWR7

     In accordance with the Pooling and Servicing Agreement, dated as of March
1, 2005 (the "Pooling and Servicing Agreement"), among Bear Stearns Commercial
Mortgage Securities Inc., as Depositor, Prudential Asset Resources, Inc., as a
Master Servicer, Wells Fargo Bank, National Association, as a Master Servicer,
as Certificate Administrator and as Tax Administrator, ARCap Servicing, Inc., as
Special Servicer, LaSalle Bank National Association, as Trustee, and ABN AMRO
Bank N.V., as Fiscal Agent, with respect to the Bear Stearns Commercial Mortgage
Securities Inc. Commercial Mortgage Pass-Through Certificates, Series 2005-PWR7
(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 2005-PWR7 ("Trustee"),
under that certain Pooling and Servicing Agreement dated as of March 1, 2005
(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 2005-PWR7


                                       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


                                   [RESERVED]



                                      M-1


                                    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 2005-PWR7

Ladies and Gentlemen:

     In accordance with Section 2.02(b) of that certain Pooling and Servicing
Agreement dated as of March 1, 2005 (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) (except with respect to the
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) and (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) of the
definition of "Mortgage File" have been received by the undersigned or Custodian
on its behalf; [(ii) the recordation/filing contemplated by Section 2.01(e) of
the Pooling and Servicing Agreement has been completed (based solely on receipt
by the undersigned 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 (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.


                                      N-1


     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:  Moody's Investors Service
     99 Church Street
     New York, New York 10007
     Attn:  Commercial Mortgage Surveillance

     Fitch, Inc.
     One State Street Plaza, 31st Floor
     New York, New York 10004
     Attn:  [                  ]


From: [PAR] [WFB], in its capacity as a Master Servicer (a "Master Servicer")
     under the Pooling and Servicing Agreement dated as of March 1, 2005 (the
     "Pooling and Servicing Agreement"), among Bear Stearns Commercial Mortgage
     Securities Inc. as Depositor, Prudential Asset Resources, Inc. as a Master
     Servicer, Wells Fargo Bank, National Association as a Master Servicer, as
     Certificate Administrator and as Tax Administrator, ARCap Servicing, Inc.
     as Special Servicer, LaSalle Bank National Association as Trustee and ABN
     AMRO N.V. as Fiscal Agent.

Date:________, 20___

Re:  Bear Stearns Commercial Mortgage Securities Inc. Commercial Mortgage
     Pass-Through Certificates, Series 2005-PWR7

     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

                COPY OF PRIMARY SERVICER UNDERTAKING TO INDEMNIFY


     Reference is made to the Pooling and Servicing Agreement, dated as of March
1, 2005 (the "Pooling and Servicing Agreement"), by and among Bear Stearns
Commercial Mortgage Securities Inc., as depositor, Prudential Asset Resources,
Inc., as a master servicer, Wells Fargo Bank, National Association ("WFB"), as a
master servicer, certificate administrator and tax administrator, ARCap
Servicing, Inc., as special servicer, LaSalle Bank National Association, as
trustee, and ABN AMRO Bank N.V., as fiscal agent. 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 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, the
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 the 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.


                                      P-1


     IN WITNESS WHEREOF, the Primary Servicer has caused its name to be signed
hereto by its officer thereunto duly authorized as of the 24th day of March,
2005.

                                       NATIONWIDE LIFE INSURANCE COMPANY,
                                       as Primary Servicer


                                       By: /s/
                                           -------------------------------------
                                           Name:
                                           Title:


                                      P-2

                                  SCHEDULE I-A

                     SCHEDULE OF PMCF POOLED MORTGAGE LOANS















                                    S-I-A-1





        SELLER
         LOAN
 ID     NUMBER    PROPERTY NAME                                                  ADDRESS
 --     ------    -------------                                                  -------

  1     6105759   11 Penn Plaza                                                  11 Penn Plaza
  9     6105706   405 Park Avenue                                                405 Park Avenue
 10     6105618   Republic Windows and Doors                                     930 West Evergreen
 12     6105605   Broadview Village Square Shopping Center                       Cermack and 17th Street
 18     6105753   826 Newtown Yardley                                            826 Newtown Yardley Road
 19     6105247   Summerwalk Apartments                                          7000 University Boulevard
 20     6105714   Coral Reef Village                                             15401-15473 SW 137th Avenue
 23     6105720   Sam Moon Center II                                             11826 Harry Hines Boulevard
 24     6105707   430-450 Commerce Boulevard                                     430-450 Commerce Boulevard
 26     6105757   Center City Apartment Portfolio                                Various
26-a    6105757   Center City Apartment Portfolio - 2304-2308 Locust             2304-2308 Locust  Street
26-b    6105757   Center City Apartment Portfolio - 2015-2017 Locust             2015-2017 Locust Street
26-c    6105757   Center City Apartment Portfolio - 532-534 Pine                 532-534 Pine Street
26-d    6105757   Center City Apartment Portfolio - 2019 Spruce                  2019 Spruce Street
26-e    6105757   Center City Apartment Portfolio - 2131-2133 Pine               2131-2133 Pine Street
26-f    6105757   Center City Apartment Portfolio - 623-625 Pine                 623-625 Pine Street
26-g    6105757   Center City Apartment Portfolio - 614 S. 3rd                   614 S. 3rd Street
26-h    6105757   Center City Apartment Portfolio - 2122 Pine                    2122 Pine  Street
26-i    6105757   Center City Apartment Portfolio - 325 Pine                     325 Pine Street
26-j    6105757   Center City Apartment Portfolio - 1009-1011 Spruce             1009-1011 Spruce Street
26-k    6105757   Center City Apartment Portfolio - 2219-21 Spring Garden        2219-21 Spring Garden Street
26-l    6105757   Center City Apartment Portfolio - 2321 Spruce                  2321 Spruce Street
26-m    6105757   Center City Apartment Portfolio - 718-722 S. 7th               718-722 S. 7th Street
26-n    6105757   Center City Apartment Portfolio - 1127 Spruce                  1127 Spruce Street
26-o    6105757   Center City Apartment Portfolio - 128 S. 22nd                  128 S. 22nd Street
26-p    6105757   Center City Apartment Portfolio - 280 S. 23rd                  280 S. 23rd Street
26-q    6105757   Center City Apartment Portfolio - 2009 Mt. Vernon              2009 Mt. Vernon Street
26-r    6105757   Center City Apartment Portfolio - 614 Pine                     614 Pine Street
26-s    6105757   Center City Apartment Portfolio - 607-609 S. 3rd               607-609 S. 3rd Street
26-t    6105757   Center City Apartment Portfolio - 735 Spruce                   735 Spruce Street
26-u    6105757   Center City Apartment Portfolio - 2034-2036 Pine               2034-2036 Pine Street
 28     6105689   Preston Parkway Retail                                         1401 & 1501 Preston Rd; 5013 & 5017 Plano Parkway
 29     6105494   Holiday Inn Council Bluffs                                     2202 River Road
 30     6105776   Brooklyn Place Apartments                                      6830 Brooklyn Court
 41     6105740   Visalia Medical Clinic                                         5400 West Hillsdale Avenue
 42     6105787   M.O.I. Depot                                                   4700 Mulhauser Road
 43     6105644   Tipp City Plaza                                                W. Main Street & N. Tippecanoe Drive
 44     6105705   Harris Teeter Grocery Store                                    290 East Bay Street
 45     6105712   Storage USA - Blair Road                                       6011 Blair Road Northwest
 48     6105777   Livermore Industrial                                           151-203 Lawrence Drive
 53     6105741   Old Marketplace                                                1350 - 1420 West Highway 89A
 55     6105765   Schafer Park                                                   400-458 West Harder Road
 58     6105698   Ayrsley Retail Center                                          2130, 2132, 2136 & 2215 Ayrsley Town Boulevard
 60     6105734   Columbia Park Apartments                                       1682 Jadwin Avenue
 64     6105673   Widewater Square Shopping Center                               3315 Broad River Road
 65     6105495   Hampton Inn Council Bluffs                                     2204 River Road
 68     6105702   Sunset Corner Retail Center                                    1051 North Bluff Street
 70     6105810   741-747 Calle Plano                                            741-747 Calle Plano
 71     6105626   Downey Plaza Shopping Center                                   3501 E. South Street
 73     6105645   Kerrville Country Club Plaza                                   1301-1305 Sidney Baker Road
 75     6105809   Bedrosian Tile Building - West Valley                          6837 South 190th Street
 78     6105760   Bedrosian Tile Building - Pacific Street                       2176 North Pacific Street
 81     6105685   Plaza 45                                                       4500 Rockside Road
 84     6105774   Crossroads Office Park                                         15821 and 15831 Northeast 8th Street
 86     6105762   ATC Industrial                                                 10001 NW 2nd Street
 87     6105791   Northside Plaza                                                1600 North Garnett Street
 91     6105700   Oak Hill Court Apartments                                      1223 Oak Hill Court
 95     6105754   Coventry Terrace Apartments                                    3030 July Street
 113    6105773   Newport Commercial Building                                    222 and 224 21st Street






                                                                          CUT-OFF      P&I MONTHLY       IO MONTHLY
                                                        ORIGINAL           DATE            DEBT             DEBT          MORTGAGE
   ID            CITY           STATE    ZIP CODE       BALANCE           BALANCE        SERVICE           SERVICE          RATE
   --            ----           -----    --------       -------           -------        -------           -------          ----

    1     New York               NY        10001       95,000,000       94,668,822       521,655             NAP          5.20000%
    9     New York               NY        10022       25,000,000       25,000,000         NAP             106,247        5.03000%
   10     Chicago                IL        60622       23,000,000       22,923,042       129,439             NAP          5.42000%
   12     Broadview              IL        61055       21,500,000       21,410,302       126,015             NAP          5.79000%
   18     Newtown                PA        18940       14,000,000       14,000,000        80,576           65,058         5.50000%
   19     Winter Park            FL        32792       13,400,000       13,400,000        74,823           57,515         5.08000%
   20     Miami                  FL        33177       13,000,000       12,967,385        70,504             NAP          5.09000%
   23     Dallas                 TX        75234       12,000,000       11,910,498        96,781             NAP          5.30000%
   24     Carlstadt              NJ        7072        11,500,000       11,500,000        67,298           53,635         5.52000%
   26     Philadelphia           PA       Various      10,600,000       10,574,970        59,920             NAP          5.46000%
  26-a    Philadelphia           PA        19103        844,928           842,933
  26-b    Philadelphia           PA        19103        829,565           827,606
  26-c    Philadelphia           PA        19106        783,478           781,628
  26-d    Philadelphia           PA        19103        768,116           766,302
  26-e    Philadelphia           PA        19103        675,942           674,346
  26-f    Philadelphia           PA        19016        668,261           666,683
  26-g    Philadelphia           PA        19147        591,449           590,053
  26-h    Philadelphia           PA        19103        545,362           544,074
  26-i    Philadelphia           PA        19106        506,957           505,760
  26-j    Philadelphia           PA        19107        499,275           498,096
  26-k    Philadelphia           PA        19103        453,188           452,118
  26-l    Philadelphia           PA        19103        437,826           436,792
  26-m    Philadelphia           PA        19147        422,464           421,467
  26-n    Philadelphia           PA        19107        384,058           383,151
  26-o    Philadelphia           PA        19103        353,333           352,499
  26-p    Philadelphia           PA        19103        345,652           344,836
  26-q    Philadelphia           PA        19130        307,246           306,521
  26-r    Philadelphia           PA        19107        307,246           306,521
  26-s    Philadelphia           PA        19147        299,565           298,858
  26-t    Philadelphia           PA        19106        299,565           298,858
  26-u    Philadelphia           PA        19103        276,522           275,869
   28     Plano                  TX        75093       10,400,000       10,375,999        59,704             NAP          5.60000%
   29     Council Bluffs         IA        51501       10,200,000       10,182,066        66,406             NAP          6.11000%
   30     Evansville             IN        47715       10,107,500       10,107,500        55,190             NAP          5.15000%
   41     Visalia                CA        93291       8,120,000         8,092,980        49,284             NAP          5.38000%
   42     Cincinnati             OH        45011       8,000,000         7,988,702        45,022             NAP          5.42000%
   43     Tipp City              OH        45371       7,400,000         7,376,376        42,809             NAP          5.67000%
   44     Charleston             SC        29401       7,000,000         6,975,688        38,524             NAP          5.22000%
   45     Washington             DC        20011       6,675,000         6,665,375        36,777             NAP          5.23000%
   48     Livermore              CA        94551       6,500,000         6,478,604        39,761             NAP          5.46000%
   53     Sedona                 AZ        86336       5,800,000         5,786,214        32,641             NAP          5.42000%
   55     Hayward                CA        94544       5,660,000         5,660,000        31,290           25,154         5.26000%
   58     Charlotte              NC        28273       5,450,000         5,450,000        30,979           25,372         5.51000%
   60     Richland               WA        99352       5,076,000         5,063,594        28,030             NAP          5.25000%
   64     Columbia               SC        29210       4,800,000         4,788,591        27,013             NAP          5.42000%
   65     Council Bluffs         IA        51501       4,600,000         4,591,912        29,948             NAP          6.11000%
   68     St. George             UT        84770       4,500,000         4,485,823        26,232             NAP          5.74000%
   70     Camarillo              CA        93021       4,400,000         4,400,000        24,025             NAP          5.15000%
   71     Long Beach             CA        90805       4,400,000         4,384,775        24,270             NAP          5.24000%
   73     Kerrville              TX        78028       4,200,000         4,190,291        24,085             NAP          5.59000%
   75     Kent                   WA        98032       4,125,000         4,115,756        27,210             NAP          5.60000%
   78     Orange                 CA        92865       3,925,000         3,906,324        26,977             NAP          5.49000%
   81     Independence           OH        44131       3,500,000         3,488,984        22,103             NAP          5.79000%
   84     Bellevue               WA        98008       3,200,000         3,195,446        17,869             NAP          5.35000%
   86     Oklahoma City          OK        73127       3,050,000         3,043,041        17,644             NAP          5.67000%
   87     Henderson              NC        27536       3,020,000         3,020,000        16,958             NAP          5.40000%
   91     Toledo                 OH        43614       2,900,000         2,887,237        18,543             NAP          5.92000%
   95     Baton Rouge            LA        70808       2,600,000         2,600,000        14,942             NAP          5.61000%
   113    Newport Beach          CA        92663       1,800,000         1,800,000        11,433             NAP          5.85000%






                                                                                        STATED
                                                                                       REMAINING
              INTEREST                                             ORIGINAL TERM        TERM TO         ORIGINAL        REMAINING
               ACCRUAL         ARD LOAN      MATURITY DATE          TO MATURITY       MATURITY OR     AMORTIZATION     AMORTIZATION
   ID           BASIS            (Y/N)          OR ARD             OR ARD (MOS.)      ARD (MOS.)      TERM (MOS.)      TERM (MOS.)
   --           -----            -----          ------             -------------      ----------      -----------      -----------

    1        Actual/360           Yes          12/01/11                 84                81              360              357
    9        Actual/360           No           12/01/14                 120              117               0                0
   10        Actual/360           Yes          12/01/11                 84                81              360              357
   12        Actual/360           No           11/01/14                 120              116              360              356
   18        Actual/360           Yes          03/01/15                 120              120              348              348
   19        Actual/360           No           01/01/12                 84                82              336              336
   20        Actual/360           No           01/01/15                 120              118              360              358
   23        Actual/360           No           01/01/20                 180              178              180              178
   24        Actual/360           No           01/01/15                 120              118              336              336
   26        Actual/360           No           01/01/15                 120              118              360              358
  26-a
  26-b
  26-c
  26-d
  26-e
  26-f
  26-g
  26-h
  26-i
  26-j
  26-k
  26-l
  26-m
  26-n
  26-o
  26-p
  26-q
  26-r
  26-s
  26-t
  26-u
   28        Actual/360           No           01/01/15                 120              118              360              358
   29        Actual/360           No           02/01/15                 120              119              300              299
   30        Actual/360           Yes          03/01/12                 84                84              360              360
   41        Actual/360           Yes          01/01/15                 120              118              300              298
   42        Actual/360           Yes          02/01/15                 120              119              360              359
   43        Actual/360           No           12/01/14                 120              117              360              357
   44        Actual/360           No           12/01/14                 120              117              360              357
   45        Actual/360           No           02/01/15                 120              119              360              359
   48        Actual/360           No           01/01/15                 120              118              300              298
   53        Actual/360           No           01/01/15                 120              118              360              358
   55        Actual/360           No           01/01/16                 132              130              360              360
   58        Actual/360           No           01/01/15                 120              118              360              360
   60        Actual/360           No           01/01/15                 120              118              360              358
   64        Actual/360           Yes          01/01/15                 120              118              360              358
   65        Actual/360           No           02/01/15                 120              119              300              299
   68        Actual/360           Yes          12/01/14                 120              117              360              357
   70        Actual/360           No           03/01/15                 120              120              360              360
   71        Actual/360           No           12/01/14                 120              117              360              357
   73        Actual/360           No           01/01/15                 120              118              360              358
   75        Actual/360           Yes          02/01/15                 120              119              264              263
   78        Actual/360           Yes          01/01/15                 120              118              240              238
   81        Actual/360           No           01/01/15                 120              118              300              298
   84        Actual/360           No           02/01/15                 120              119              360              359
   86        Actual/360           Yes          01/01/15                 120              118              360              358
   87        Actual/360           Yes          03/01/15                 120              120              360              360
   91        Actual/360           No           12/01/19                 180              177              300              297
   95        Actual/360           No           03/01/15                 120              120              360              360
   113       Actual/360           Yes          03/01/15                 120              120              300              300






            CROSSED
           WITH OTHER    CROSSED                                                   OWNERSHIP                         ADMINISTRATIVE
   ID        LOANS       LOAN ID      PREPAYMENT PROVISIONS (# OF PAYMENTS)         INTEREST        LOAN SELLER         FEE RATE
   --        -----       -------      -------------------------------------         --------        -----------         --------

    1         No           NAP      LO(27)/Defeasance(53)/Open(4)                Fee                   PMCF             0.03260%
    9         No           NAP      LO(28)/Defeasance(88)/Open(4)                Fee                   PMCF             0.03260%
   10         No           NAP      LO(28)/Defeasance(52)/Open(4)                Fee                   PMCF             0.03260%
   12         No           NAP      LO(29)/Defeasance(87)/Open(4)                Fee                   PMCF             0.03260%
   18         No           NAP      LO(25)/Defeasance(90)/Open(5)                Fee                   PMCF             0.03260%
   19         No           NAP      LO(27)/Defeasance(53)/Open(4)                Fee                   PMCF             0.03260%
   20         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.03260%
   23         No           NAP      LO(47)/Gtr 1% or YM(120)/Open(13)            Fee                   PMCF             0.03260%
   24         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.03260%
   26         No           NAP      LO(27)/Gtr 1% or YM(86)/Open(7)              Fee                   PMCF             0.03260%
  26-a                                                                           Fee                   PMCF
  26-b                                                                           Fee                   PMCF
  26-c                                                                           Fee                   PMCF
  26-d                                                                           Fee                   PMCF
  26-e                                                                           Fee                   PMCF
  26-f                                                                           Fee                   PMCF
  26-g                                                                           Fee                   PMCF
  26-h                                                                           Fee                   PMCF
  26-i                                                                           Fee                   PMCF
  26-j                                                                           Fee                   PMCF
  26-k                                                                           Fee                   PMCF
  26-l                                                                           Fee                   PMCF
  26-m                                                                           Fee                   PMCF
  26-n                                                                           Fee                   PMCF
  26-o                                                                           Fee                   PMCF
  26-p                                                                           Fee                   PMCF
  26-q                                                                           Fee                   PMCF
  26-r                                                                           Fee                   PMCF
  26-s                                                                           Fee                   PMCF
  26-t                                                                           Fee                   PMCF
  26-u                                                                           Fee                   PMCF
   28         No           NAP      LO(47)/Gtr 1% or YM(69)/Open(4)              Fee                   PMCF             0.03260%
   29         No           NAP      LO(26)/Defeasance(90)/Open(4)                Leasehold             PMCF             0.03260%
   30         No           NAP      LO(25)/Defeasance(56)/Open(3)                Fee                   PMCF             0.08260%
   41         No           NAP      LO(27)/Gtr 1% or YM(89)/Open(4)              Fee                   PMCF             0.08260%
   42         No           NAP      LO(26)/Defeasance(90)/Open(4)                Fee                   PMCF             0.06260%
   43         No           NAP      LO(47)/Gtr 1% or YM(69)/Open(4)              Fee                   PMCF             0.08260%
   44         No           NAP      LO(28)/Defeasance(88)/Open(4)                Fee                   PMCF             0.06260%
   45         No           NAP      LO(26)/Defeasance(90)/Open(4)                Fee                   PMCF             0.03260%
   48         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.03260%
   53         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.08260%
   55         No           NAP      LO(27)/Defeasance(101)/Open(4)               Fee                   PMCF             0.08260%
   58         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.03260%
   60         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.03260%
   64         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.03260%
   65         No           NAP      LO(26)/Defeasance(90)/Open(4)                Leasehold             PMCF             0.03260%
   68         No           NAP      LO(28)/Defeasance(88)/Open(4)                Fee                   PMCF             0.08260%
   70         No           NAP      LO(25)/Defeasance(91)/Open(4)                Fee                   PMCF             0.08260%
   71         No           NAP      LO(28)/Defeasance(88)/Open(4)                Fee                   PMCF             0.03260%
   73         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.03260%
   75         No           NAP      LO(26)/Defeasance(90)/Open(4)                Fee                   PMCF             0.08260%
   78         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.08260%
   81         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.08260%
   84         No           NAP      LO(47)/Gtr 1% or YM(69)/Open(4)              Fee                   PMCF             0.08260%
   86         No           NAP      LO(27)/Defeasance(89)/Open(4)                Fee                   PMCF             0.03260%
   87         No           NAP      LO(25)/Defeasance(91)/Open(4)                Fee                   PMCF             0.08260%
   91         No           NAP      LO(28)/Defeasance(148)/Open(4)               Fee                   PMCF             0.08260%
   95         No           NAP      LO(25)/Defeasance(91)/Open(4)                Fee                   PMCF             0.08260%
   113        No           NAP      LO(25)/Defeasance(91)/Open(4)                Fee                   PMCF             0.03260%






              DUE         GRACE
   ID        DATE         PERIOD     LETTER OF CREDIT    LETTER OF CREDIT DESCRIPTION
   --        ----         ------     ----------------    ----------------------------

    1         1st           0
    9         1st           5
   10         1st           5
   12         1st           5
   18         1st           5
   19         1st           5
   20         1st           5               110,020   LOC for Initial TI/LC & Replacement Reserves
   23         1st           5
   24         1st           5
   26         1st           5
  26-a
  26-b
  26-c
  26-d
  26-e
  26-f
  26-g
  26-h
  26-i
  26-j
  26-k
  26-l
  26-m
  26-n
  26-o
  26-p
  26-q
  26-r
  26-s
  26-t
  26-u
   28         1st           5
   29         1st           5
   30         1st           5
   41         1st           5
   42         1st           5
   43         1st           5
   44         1st           5
   45         1st           5
   48         1st           5
   53         1st           5
   55         1st           5
   58         1st           5
   60         1st           5
   64         1st           5
   65         1st           5
   68         1st           5
   70         1st           5
   71         1st           5
   73         1st           5
   75         1st           5
   78         1st           5
   81         1st           5
   84         1st           5
   86         1st           5
   87         1st           5
   91         1st           5
   95         1st           5
   113        1st           5






                                                                                                      INITIAL       INITIAL MASTER
                                                                                                      MASTER        SERVICING FEE
     ID                 LOAN GURANTOR                                                                SERVICER            RATE
     --                 -------------                                                                --------            ----

      1       Vornado Realty L.P.                                                                       PAR            0.02050%
      9       Ahmed Baker, Ben Saleh Trust, Joumana Trust II                                            PAR            0.02050%
     10       Ronald Spielman, Richard Gillman                                                          PAR            0.02050%
     12       E. Thomas Collins, Jr., John E. Shaffer, Richard E. Hulina                                PAR            0.02050%
     18       Mark S. Green, Lee S. Goldmeier, Daniel J. Cohen                                          PAR            0.02050%
     19       Gary S. Richman                                                                           PAR            0.02050%
     20       James A. Dorsy, Augustin Herran                                                           PAR            0.02050%
     23       Samuel S. Moon                                                                            PAR            0.02050%
     24       Lawrence Russo, Jr.                                                                       PAR            0.02050%
     26       Nickolas W. Jekogian III                                                                  PAR            0.02050%
    26-a
    26-b
    26-c
    26-d
    26-e
    26-f
    26-g
    26-h
    26-i
    26-j
    26-k
    26-l
    26-m
    26-n
    26-o
    26-p
    26-q
    26-r
    26-s
    26-t
    26-u
     28       Seymour Nevada, Inc.                                                                      PAR            0.02050%
     29       Kinseth Hospitality Company, Kinseth Hotel Corporation, Les Kinseth,
                Bruce Kinseth, Linda Skinner, Gary Kinseth                                              PAR            0.02050%
     30       Russell Wilkinson, Wilkinson Corporation, Wilkinson 1031, LLC,
                Gary A. Fourer, Margaret C. Lange, Eric Hildebrand, Patrick Connolly,
                Ellen Connolly, Lynn R.L. Rivto, Marilyn S. Miller, Ronald E. Kautz,
                Judith F. Kautz, Sabrina L. Guthrie, Alan Loss, Marcia Loss, Jerome
                Frantz, Lynn G. Frantz, Janice Finke, Ernest M. Fine                                    PAR            0.02050%
     41       Visalia Medical Clinic, Inc.                                                              PAR            0.02050%
     42       Robert M. Bohlen                                                                          PAR            0.02050%
     43       Ronald T. Reynolds, Johnny L. Eggleston                                                   PAR            0.02050%
     44       Marcus R. Durlach, III                                                                    PAR            0.02050%
     45       Charles C. Wilkes                                                                         PAR            0.02050%
     48       Norman S. Bailey                                                                          PAR            0.02050%
     53       John D. Miller, Edwin L. Buckmaster, Yoshiko Buckmaster, Edward F. Lambert                PAR            0.02050%
     55       Robert J. Sasaki                                                                          PAR            0.02050%
     58       Charles T. Hodges, Eugene L. Bodycott                                                     PAR            0.02050%
     60       David Roberts                                                                             PAR            0.02050%
     64       Michael C. McMillen Jr., Michael A. Klump                                                 PAR            0.02050%
     65       Kinseth Hospitality Company, Kinseth Hotel Corporation, Les Kinseth,
                 Bruce Kinseth, Linda Skinner, Gary Kinseth                                             PAR            0.02050%
     68       Mansfield Jennings, Gilbert M. Jennings, Larry Gardner, Louise Zeenati, Alan Gardner      PAR            0.02050%
     70       Michel & Co. LLC                                                                          PAR            0.02050%
     71       Gregg Kirkpatrick                                                                         PAR            0.02050%
     73       Ernest A. Kaplan, Fred Gindy as the executor of the Robert L. Gindy                       PAR            0.02050%
     75       Larry E. Bedrosian, Joan Q. Bedrosian, Declarations of Trusts
                Larry E. Bedrosian and Joan Q. Bedrosian, Gary P. Bedrosian, Joyce A.
                Bedrosian, Declarations of trusts of Gary P. Bedrosian and Joyce A.
                Bedrosian U/D/T, Janice A. Bedrosian Trust                                              PAR            0.02050%
     78       Larry E. Bedrosian and Joan Q. Bedrosian, Declarations of Trusts Larry E.
                Bedrosian and Joan Q. Bedrosian U/D/T dated 12/28/1990, Gary P. Bedrosian and
                Joyce A. Bedrosian, Declarations of trusts of Gary P. Bedrosian and Joyce A.
                Bedrosian U/D/T, Janice A. Bedrosian Trust                                              PAR            0.02050%
     81       Donald M. King, Arnold L. King, Peter K. Garson                                           PAR            0.02050%
     84       Edward H. Mills, Marian A. Mills                                                          PAR            0.02050%
     86       S. Jack Williams, Jr.                                                                     PAR            0.02050%
     87       Michael C. McMillen, Jr., Michael A. Klump                                                PAR            0.02050%
     91       David E. Russell, Mary A. Russell                                                         PAR            0.02050%
     95       Seyda N. Sutas                                                                            PAR            0.02050%
     113      Curtis William Lyon, The Lyon Family 1998 Trust                                           PAR            0.02050%





                                  SCHEDULE I-B

                    SCHEDULE OF BSCMI POOLED MORTGAGE LOANS


















                                    S-I-B-1






   ID        SELLER LOAN NUMBER    PROPERTY NAME                              ADDRESS
   --        ------------------    -------------                              -------

    2              41776           Campus at Marlborough                      100, 250 & 350 Campus Drive
    4              42188           Marquis Apartments                         251 West DeKalb Pike
    5              41980           Plaza La Cienega                           1801-1833 S. La Cienega Boulevard
    7              41942           Garden State Pavilion                      2230 Route 70 West
    8              42296           Plaza on Richmond                          5064 Richmond Avenue
   11              40613           Imperial Plaza                             SEC Imperial Hwy and Crenshaw
   15              42048           750 College Road East                      750 College Road East
   16              41567           Belmont Shopping Center                    3200-3302 East Anaheim Street
   21              42358           33 Route 304                               33 Route 304
   25              41313           Tricorne Center                            2007 Highway 35
   32              41863           Fortress Self Storage                      9160 Estate Thomas
   33              38170           Miller/WRI Portfolio - Thorncreek Crossing Northeast Corner of 120th Avenue & Washington Street
   34              38168           Miller/WRI Portfolio - Lowry Town Center   2nd Avenue at Quebec Street
   39              41659           Mission Paseo                              6985 West Sahara Avenue
   56              41871           Piermont Commons                           I-10 Roundhouse Road and 200 Ash Street
   67              41905           Columbia Gardens Apartments                250 Columbia Street
   69              41883           Cost Plus Germantown                       20904 Frederick Road
   76              41850           Walgreens Abingdon                         3005 Emmorton Road







                                                                                       P&I MONTHLY      IO MONTHLY
                                                    ORIGINAL       CUT-OFF DATE           DEBT             DEBT           MORTGAGE
   ID             CITY        STATE     ZIP CODE    BALANCE           BALANCE            SERVICE          SERVICE           RATE
   --             ----        -----     --------    -------           -------            -------          -------           ----

    2      Marlborough          MA        1752     64,000,000       64,000,000           351,728          281,591         5.20750%
    4      King of Prussia      PA       19406     45,000,000       45,000,000           249,971          201,624         5.30300%
    5      Los Angeles          CA       90035     43,000,000       43,000,000           243,052          188,682         5.19340%
    7      Cherry Hill          NJ        8002     28,000,000       28,000,000           156,449          120,322         5.08600%
    8      Houston              TX       77056     28,000,000       28,000,000           157,893            NAP           5.43800%
   11      Inglewood            CA       90303     21,600,000       21,600,000           122,642            NAP           5.50000%
   15      Princeton            NJ        8540     17,600,000       17,600,000           99,887           81,728          5.49600%
   16      Long Beach           CA       90804     17,000,000       17,000,000           96,418           78,855          5.49000%
   21      Nanuet               NY       10954     13,000,000       12,939,059           90,375             NAP           5.62900%
   25      Wall Township        NJ        7719     11,250,000       11,250,000           64,982           53,761          5.65600%
   32      St. Thomas           VI        802      10,000,000        9,981,745           62,681             NAP           5.71200%
   33      Thornton             CO       80241     5,800,000         5,764,223           33,866             NAP           5.75500%
   34      Denver               CO       80230     4,200,000         4,174,093           24,523             NAP           5.75500%
   39      Las Vegas            NV       89117     8,700,000         8,679,873           49,863             NAP           5.58500%
   56      Piermont             NY       10968     5,650,000         5,650,000           31,077           24,895          5.21500%
   67      Cohoes               NY       12047     4,500,000         4,500,000           24,306           19,216          5.05400%
   69      Germantown           MD       20876     4,500,000         4,479,686           25,185             NAP           5.37000%
   76      Abingdon             MD       21009     4,060,000         4,045,794           22,244             NAP           5.18000%







                                                                                     STATED
                                                                                   REMAINING
               INTEREST                                          ORIGINAL TERM      TERM TO         ORIGINAL         REMAINING
                ACCRUAL           ARD LOAN      MATURITY DATE     TO MATURITY     MATURITY OR     AMORTIZATION     AMORTIZATION
   ID            BASIS             (Y/N)           OR ARD        OR ARD (MOS.)     ARD (MOS.)      TERM (MOS.)      TERM (MOS.)
   --            -----             -----           ------        -------------     ----------      -----------      -----------

    2         Actual/360             No           12/01/14            120             117             360               360
    4         Actual/360             No           02/01/15            120             119             360               360
    5         Actual/360             No           01/01/15            120             118             336               336
    7         Actual/360             No           11/01/14            119             116             336               336
    8         Actual/360             No           03/01/15            120             120             360               360
   11         Actual/360             No           03/01/15            120             120             360               360
   15         Actual/360             No           01/01/15            120             118             360               360
   16         Actual/360             No           10/01/14            120             115             360               360
   21         Actual/360             No           01/01/20            180             178             240               238
   25         Actual/360             No           01/01/15            120             118             360               360
   32         Actual/360             No           02/01/15            120             119             300               299
   33         Actual/360             No           07/01/13            106             100             360               354
   34         Actual/360             No           07/01/13            106             100             360               354
   39         Actual/360             No           01/01/15            120             118             360               358
   56         Actual/360             No           11/01/14            120             116             360               360
   67         Actual/360             No           11/01/14            120             116             360               360
   69         Actual/360            Yes           11/01/14            120             116             360               356
   76         Actual/360            Yes           12/01/14            120             117             360               357






       CROSSED
      WITH OTHER  CROSSED                                              OWNERSHIP          LOAN     ADMINISTRATIVE    DUE     GRACE
 ID     LOANS     LOAN ID  PREPAYMENT PROVISIONS (# OF PAYMENTS)        INTEREST         SELLER       FEE RATE      DATE     PERIOD
 --     -----     -------  -------------------------------------        --------         ------       --------      ----     ------

  2      No         NAP    LO(24)/Gtr 1% or YM(94)/Open(2)              Fee               BSCMI       0.03260%       1st       0
  4      No         NAP    LO(25)/Defeasance(94)/Open(1)                Fee               BSCMI       0.03260%       1st       5
  5      No         NAP    LO(26)/Defeasance(93)/Open(1)                Leasehold         BSCMI       0.03260%       1st       5
  7      No         NAP    LO(27)/Defeasance(91)/Open(1)                Fee               BSCMI       0.03260%       1st       5
  8      No         NAP    LO(24)/Flex(95)/Open(1)                      Fee               BSCMI       0.08260%       1st       0
 11      No         NAP    LO(24)/Defeasance(94)/Open(2)                Leasehold         BSCMI       0.03260%       1st       5
 15      No         NAP    LO(24)/Gtr 1% or YM(94)/Open(2)              Fee               BSCMI       0.07260%       1st       0
 16      No         NAP    LO(29)/Defeasance(89)/Open(2)                Fee               BSCMI       0.03260%       1st       5
 21      No         NAP    LO(26)/Defeasance(153)/Open(1)               Fee               BSCMI       0.03260%       1st       5
 25      No         NAP    LO(26)/Defeasance(93)/Open(1)                Fee               BSCMI       0.07260%       1st       5
 32      No         NAP    LO(25)/Defeasance(94)/Open(1)                Fee               BSCMI       0.03260%       1st       5
 33      Yes        34     LO(9)/Gtr 1% or YM(96)/Open(1)               Fee               BSCMI       0.03260%       1st       5
 34      Yes        33     LO(9)/Gtr 1% or YM(96)/Open(1)               Leasehold         BSCMI       0.03260%       1st       5
 39      No         NAP    LO(26)/Defeasance(93)/Open(1)                Fee               BSCMI       0.03260%       1st       5
 56      No         NAP    LO(28)/Defeasance(91)/Open(1)                Fee               BSCMI       0.03260%       1st       5
 67      No         NAP    LO(28)/Defeasance(91)/Open(1)                Fee               BSCMI       0.03260%       1st       5
 69      No         NAP    LO(28)/Defeasance(91)/Open(1)                Fee               BSCMI       0.03260%       1st       5
 76      No         NAP    LO(27)/Defeasance(92)/Open(1)                Fee/Leasehold     BSCMI       0.03260%       1st       5






   ID     LETTER OF CREDIT                                     LETTER OF CREDIT DESCRIPTION
   --     ----------------                                     ----------------------------

    2               5,000,000      CYTYC Letter of Credit for $5,000,000
    4
    5              15,200,000      B Note Secured by LOC for $7,000,000/Fee Paydown Holdback for $7,600,000/Interest
                                     Reserve Deposit for $600,000
    7               5,000,000      $5 MM LOC for B-note
    8
   11
   15
   16
   21
   25
   32
   33
   34
   39
   56
   67
   69
   76






                                                                                  INITIAL     INITIAL MASTER
                                                                                  MASTER      SERVICING FEE
   ID      LOAN GURANTOR                                                         SERVICER         RATE
   --      -------------                                                         --------         ----

    2      Berwind Property Group, Ltd.                                             WFB         0.02050%
    4      Jeffrey Cohen                                                            WFB         0.02050%
    5      Rubin Pachulski Properties                                               WFB         0.02050%
    7      Rubin Pachulski Properties                                               WFB         0.02050%
    8      Anwar Barbouti and Haidar Barbouti                                       WFB         0.02050%
   11      Gary Simons and Sean Baker                                               WFB         0.02050%
   15      Berwind Property Group, Ltd.                                             WFB         0.02050%
   16      Westwood Financial Corp., Steven Fogel and Howard Banchik                WFB         0.02050%
   21      Patrick Magee and Mitchell Klein                                         WFB         0.02050%
   25      Wharton Realty Group, Inc., Daniel Massry and Solomon Dwek               WFB         0.02050%
   32      Joel Tranum and Paul Hoffman                                             WFB         0.02050%
   33      Weingarten Realty Investors and Stewart A Miller                         WFB         0.03050%
   34      Weingarten Realty Investors and Stewart A Miller                         WFB         0.03050%
   39      Jack Breslin and Jeff Susa                                               WFB         0.02050%
   56      Philip Griffin                                                           WFB         0.02050%
   67      Jeffrey Cole                                                             WFB         0.02050%
   69      Donald Friend and Tad Taube                                              WFB         0.02050%
   76      Michael Duckor and Lewis Duckor                                          WFB         0.02050%





                                  SCHEDULE I-C

                     SCHEDULE OF WFB POOLED MORTGAGE LOANS














                                    S-I-C-1




           SELLER
            LOAN
 ID        NUMBER     PROPERTY NAME                                 ADDRESS
 --        ------     -------------                                 -------

  3      310902154    Shops at Boca Park                            710, 740, 750 S. Rampart Boulevard
 14      310902241    Centre at Copperfield                         State Highway 6, Glen Chase Drive
 17      310901805    Courtyard Marriott DC                         1600 Rhode Island Avenue NW
 22      310902272    La Sierra Plaza                               3800-3870 La Sierra Avenue
 27      310901842    Bed Bath and Beyond Plaza                     4020 - 4050 East Main St.
 31      310902004    The Oaks Apartments                           21-153 Tudor Lane
 35      310902060    1550 Magnolia Avenue Industrial               1550 Magnolia Avenue
 36      310902233    Washington Estates MHC                        Route 18
 37      310902270    Town and Country                              313 Hamilton Street
 40      310901751    Best Buy Plaza                                1900 Evans Road
 46      310902205    Vineyard Court Apartments                     15400 Vineyard Boulevard
 47      310901784    Sherman Plaza                                 20133 Sherman Way
 49      610901729    Mainstream Apartments                         3000 Murworth
 50      310902251    Northgate Shopping Center                     1874 North Wickham Road
 51      310901821    110 Miller Ave.                               110 Miller Ave.
 52      310901986    Lacey Town Square                             4500 Lacey Blvd.
 54      310902240    Northtown Crossings                           9144 University Avenue NW
 57      310902061    Cast Iron Building                            718 Arch Street
 59      610902202    Lexington Square                              16525 Lexington Boulevard
 61      310901547    West Boca Medical Pavilion I                  9960 S. Central Park Boulevard
 62      310902271    Crosseroads Shopping Center                   9348 State Highway 16
 63      937241401    Circle K Portfolio Pod 1                      Various
63-a     937241401A   Circle K Portfolio Pod 1 - W Cactus Rd        4301 W Cactus Rd
63-b     937241401B   Circle K Portfolio Pod 1 - W Dunlap Ave       3443 W Dunlap
63-c     937241401C   Circle K Portfolio Pod 1 - S Central Ave      9040 S Central Ave
63-d     937241401D   Circle K Portfolio Pod 1 - W Deer Valley Rd   1910 W Deer Valley Rd
63-e     937241401E   Circle K Portfolio Pod 1 - E Broadway Rd      1540 E Broadway Rd
63-f     937241401F   Circle K Portfolio Pod 1 - N 19 Ave           8955 N 19 Ave
63-g     937241401G   Circle K Portfolio Pod 1 - S 7th Ave          4401 S 7th Ave
63-h     937241401H   Circle K Portfolio Pod 1 - E Southern Ave     2402 E Southern Ave
63-i     937241401I   Circle K Portfolio Pod 1 - E Buckeye Rd       10 E Buckeye Rd
63-j     937241401J   Circle K Portfolio Pod 1 - E Osborn Rd        4402 E Osborn Rd
 66      310901966    Airport Gardens                               1325 Airmotive Way
 74      310902232    Diamond Grove Estates MHC                     5151 N. Kain Avenue
 77      310902231    Country Woods MHC                             1102 S. Franklin Road
 79      410902199    Bethlehem Self Storage                        2178 Industrial Drive
 80      410902191    High Desert Business Center                   1817 East Avenue Q
 82      310902234    Forrest Brooke MHC                            7224 - 7266 West Market Street
 83      410901747    Concord Crossroads                            9008-9072 Cahill Avenue
 85      410901988    Diablo Office                                 318 Diablo Road
 88      410902198    Allentown Self Storage                        299 Schantz Road
 89      410901794    Glacier View Mobile Home Park                 9950 Stephen Richards Memorial Drive
 90      410902195    Locksley Mini Storage                         12095 Locksley Lane
 92      410901813    Ocean Terrace Apartments                      3009 Estate Orange Grove
 93      410902208    Soledad Oaks Industrial Business Park         20732 Soledad Street and 26810 & 26818 Oak Avenue
 94      410901807    Mesa Executive Park                           106, 110, 114 & 118 Mesa Park Drive and 4687 N. Mesa Street
 96      620902280    A A Val U Stor SS                             3090 South Avenue 3 E
 97      410902194    Benson Business Park                          687-779 North Benson Avenue
 98      410901823    Sabre Springs Shopping Center                 11385-11395 Poway Road
 99      410902190    Sav-On Drugs, Yuma                            2800 S. 4th Avenue
 100     410901820    433 & 435 New Karner Road                     433 & 435 New Karner Road
 101     410902116    College Center                                663, 665 & 697 E. Foothill Blvd
 102     410902206    Harbour Pointe Plaza                          11811 Mukilteo Speedway
 103     410902235    Walgreens - Mariemont                         7398 Wooster Pike
 104     410902193    NarrowsPointe Apartments                      2545 North Narrows Drive
 105     410902227    Cheyenne Hills Retail Center                  425, 445, and 455 East Cheyenne Mountain Blvd.
 106     410901744    Lynxs Nafta Cargoport                         5402 Bodenhamer Road
 107     410902230    201 King Street                               201 King Street
 108     410902179    The Homes of Kingsway                         1026, 1032, 1102, 1107, 1235, 1537 Kings Highway and 847
                                                                      Clinton Avenue
 109     410901597    Walgreens - Santa Cruz                        1718 Soquel Avenue
 110     410902166    Walgreen's - Kokomo, Indiana                  3608 South LaFountain Street
 112     410901992    Northern Tool Retail Store                    13838 Northwest Freeway
 114     410901875    Lakeville Business Center II                  21017 Heron
 115     410901811    St. George Central Self Storage               935-955 N 1300 West
 116     410902301    Cummins Cumberland Building                   9820 Bluegrass Parkway
 117     620902246    Rural Court A&B                               4450 S. Rural Rd
 118     410901771    Gibbons Commons Apts                          160 19th Avenue
 119     410902287    Mechanics Bank Building                       1801 Solano Avenue
 120     410902302    Westridge Commerce Center, Bldg. A            402-420 Westridge Drive
 121     410902043    Lock It Up Self Storage                       3570 Airway Drive
 122     410901786    River View Office Complex - Fresno            9491 & 9499 North Fort Washington Road
 123     410901801    Galewood Office                               4260 SW Galewood Street
 124     937244501    1154 West 8th Street                          1154 West 8th Street






                                                                                P&I MONTHLY  IO MONTHLY                 INTEREST
                                                     ORIGINAL    CUT-OFF DATE      DEBT         DEBT       MORTGAGE      ACCRUAL
 ID             CITY           STATE     ZIP CODE    BALANCE        BALANCE       SERVICE      SERVICE       RATE         BASIS
 --             ----           -----     --------    -------        -------       -------      -------       ----         -----

  3      Las Vegas               NV       89117     58,000,000    58,000,000      320,278      257,274     5.25000%    Actual/360
 14      Houston                 TX       77095     18,000,000    17,956,581      100,290        NAP       5.33000%    Actual/360
 17      Washington              DC       20036     16,500,000    16,477,360      95,662         NAP       5.69000%    Actual/360
 22      Riverside               CA       92505     12,250,000    12,250,000      66,964         NAP       5.16000%    Actual/360
 27      Ventura                 CA       93003     10,500,000    10,475,084      59,158         NAP       5.43000%    Actual/360
 31      Manchester              CT        6040     10,000,000    10,000,000      54,726       43,682      5.17000%    Actual/360
 35      Corona                  CA       92879     9,800,000      9,785,916      54,177         NAP       5.26000%    Actual/360
 36      Washington              PA       15301     9,400,000      9,400,000      51,384       40,981      5.16000%    Actual/360
 37      Geneva                  NY       14456     9,000,000      9,000,000      53,327       41,443      5.45000%    Actual/360
 40      Melbourne               FL       32904     8,250,000      8,235,668      54,372         NAP       6.24000%    Actual/360
 46      Morgan Hill             CA       95037     6,600,000      6,600,000      37,723       31,005      5.56000%    Actual/360
 47      Canoga Park             CA       91306     6,500,000      6,490,850      36,703         NAP       5.45000%    Actual/360
 49      Houston                 TX       77025     6,000,000      6,000,000      34,748       28,794      5.68000%    Actual/360
 50      Melbourne               FL       32935     5,900,000      5,891,577      32,836         NAP       5.32000%    Actual/360
 51      Ann Arbor               MI       48104     5,900,000      5,880,632      36,161         NAP       5.48000%    Actual/360
 52      Lacey                   WA       98503     5,800,000      5,786,549      33,187         NAP       5.57000%    Actual/360
 54      Coon Rapids             MN       55448     5,700,000      5,691,906      31,901         NAP       5.37000%    Actual/360
 57      Philadelphia            PA       19106     5,550,000      5,550,000      29,523       23,071      4.92000%    Actual/360
 59      Sugar Land              TX       77479     5,200,000      5,190,160      31,438         NAP       5.34000%    Actual/360
 61      Boca Raton              FL       33428     5,100,000      5,063,084      31,302         NAP       6.22000%    Actual/360
 62      Onalaska                WI       54650     5,050,000      5,040,481      30,651         NAP       5.38000%    Actual/360
 63      Phoenix                 AZ      Various    5,007,000      5,007,000      32,383       25,552      6.04000%    Actual/360
63-a     Phoenix                 AZ       85029      608,000        608,000
63-b     Phoenix                 AZ       85051      564,000        564,000
63-c     Phoenix                 AZ       85042      555,000        555,000
63-d     Phoenix                 AZ       85027      515,000        515,000
63-e     Phoenix                 AZ       85040      487,000        487,000
63-f     Phoenix                 AZ       85021      487,000        487,000
63-g     Phoenix                 AZ       85041      473,000        473,000
63-h     Phoenix                 AZ       85040      457,000        457,000
63-i     Phoenix                 AZ       85004      439,000        439,000
63-j     Phoenix                 AZ       85018      422,000        422,000
 66      Reno                    NV       89502     4,600,000      4,589,557      26,698         NAP       5.70000%    Actual/360
 74      Tucson                  AZ       85705     4,185,000      4,185,000      22,929       18,316      5.18000%    Actual/360
 77      Indianapolis            IN       46239     4,024,000      4,024,000      21,997       17,544      5.16000%    Actual/360
 79      Bethlehem               PA       18017     3,735,000      3,729,591      20,486         NAP       5.19000%    Actual/360
 80      Palmdale                CA       93550     3,500,000      3,495,046      19,654         NAP       5.40000%    Actual/360
 82      Mercer                  PA       16137     3,400,000      3,400,000      18,901       15,254      5.31000%    Actual/360
 83      Inver Grove Heights     MN       55076     3,300,000      3,292,983      19,998         NAP       6.10000%    Actual/360
 85      Danville                CA       94526     3,075,000      3,064,959      17,556         NAP       5.55000%    Actual/360
 88      Allentown               PA       18104     3,008,550      3,004,226      16,632         NAP       5.26000%    Actual/360
 89      Juneau                  AK       99801     3,000,000      2,990,558      18,946         NAP       5.79000%    Actual/360
 90      Auburn                  CA       95602     2,900,000      2,893,307      16,648         NAP       5.60000%    Actual/360
 92      Christiansted           VI        820      2,850,000      2,844,664      17,417         NAP       5.45000%    Actual/360
 93      Santa Clarita           CA       91351     2,815,000      2,815,000      15,807         NAP       5.40000%    Actual/360
 94      El Paso                 TX       79912     2,700,000      2,691,315      16,791         NAP       5.63000%    Actual/360
 96      Yuma                    AZ       85365     2,500,000      2,496,541      14,368         NAP       5.61000%    Actual/360
 97      Upland                  CA       91786     2,500,000      2,496,462      14,038         NAP       5.40000%    Actual/360
 98      San Diego               CA       92128     2,500,000      2,494,221      14,336         NAP       5.59000%    Actual/360
 99      Yuma                    AZ       85364     2,500,000      2,494,106      14,148         NAP       5.47000%    Actual/360
 100     Albany                  NY       12205     2,478,000      2,473,594      15,951         NAP       5.99000%    Actual/360
 101     Claremont               CA       91711     2,420,000      2,414,415      13,893         NAP       5.60000%    Actual/360
 102     Mukilteo                WA       98275     2,400,000      2,396,562      13,312         NAP       5.29000%    Actual/360
 103     Mariemont               OH       45227     2,283,000      2,277,115      15,847         NAP       5.61000%    Actual/360
 104     Tacoma                  WA       98406     2,257,000      2,251,704      12,310         NAP       5.14000%      30/360
 105     Colorado Springs        CO       80906     2,250,000      2,250,000      13,710         NAP       5.42000%    Actual/360
 106     Harlingen               TX       78550     2,150,000      2,140,764      14,651         NAP       5.70000%    Actual/360
 107     Alexandria              VA       22314     2,100,000      2,097,069      11,963         NAP       5.53000%    Actual/360
 108     Dallas                  TX       75208     2,092,500      2,089,623      12,105         NAP       5.67000%    Actual/360
 109     Santa Cruz              CA       95062     2,000,000      2,000,000      12,185         NAP       6.15000%    Actual/360
 110     Kokomo                  IN       46902     2,000,000      1,995,420      13,780         NAP       5.52000%      30/360
 112     Houston                 TX       77040     1,900,000      1,893,822      11,724         NAP       5.55000%    Actual/360
 114     Lakeville               MN       55044     1,750,000      1,744,310      10,799         NAP       5.55000%    Actual/360
 115     St. George              UT       84770     1,725,000      1,719,644      10,999         NAP       5.89000%    Actual/360
 116     Louisville              KY       40299     1,700,000      1,700,000      10,018         NAP       5.84000%    Actual/360
 117     Tempe                   AZ       85282     1,700,000      1,696,077       9,759         NAP       5.60000%    Actual/360
 118     North Tonawanda         NY       14120     1,575,000      1,569,953       9,091         NAP       5.65000%    Actual/360
 119     Berkeley                CA       94707     1,550,000      1,546,382       8,830         NAP       5.53000%    Actual/360
 120     Watsonville             CA       95076     1,500,000      1,498,023       9,071         NAP       6.08000%    Actual/360
 121     Santa Rosa              CA       95403     1,200,000      1,197,096       6,671         NAP       5.31000%    Actual/360
 122     Fresno                  CA       93720     1,100,000      1,092,030       9,087         NAP       5.67000%    Actual/360
 123     Lake Oswego             OR       97035      975,000        973,343        6,571         NAP       6.48000%    Actual/360
 124     Mesa                    AZ       85201      550,000        544,698        4,228         NAP       6.89000%    Actual/360





                                                               STATED
                                                              REMAINING
                ARD                         ORIGINAL TERM      TERM TO         ORIGINAL        REMAINING       CROSSED
               LOAN        MATURITY DATE     TO MATURITY     MATURITY OR     AMORTIZATION     AMORTIZATION    WITH OTHER    CROSSED
   ID          (Y/N)          OR ARD        OR ARD (MOS.)    ARD (MOS.)      TERM (MOS.)      TERM (MOS.)       LOANS       LOAN ID
   --          -----          ------        -------------    ----------      -----------      -----------       -----       -------

    3           No           01/01/12             84             82              360              360            No           NAP
   14           No           01/01/15            120            118              360              358            No           NAP
   17           No           02/01/15            120            119              360              359            No           NAP
   22           No           03/01/15            120            120              360              360            No           NAP
   27           No           01/01/15            120            118              360              358            No           NAP
   31           No           12/01/14            120            117              360              360            No           NAP
   35           No           02/01/15            120            119              360              359            No           NAP
   36           No           02/01/15            120            119              360              360            No           NAP
   37           Yes          01/01/15            120            118              321              321            No           NAP
   40           No           02/01/20            180            179              300              299            No           NAP
   46           No           01/01/15            120            118              360              360            No           NAP
   47           No           02/01/15            120            119              360              359            No           NAP
   49           No           01/01/15            120            118              360              360            No           NAP
   50           No           02/01/10             60             59              360              359            No           NAP
   51           No           01/01/15            120            118              300              298            No           NAP
   52           No           01/01/15            120            118              360              358            No           NAP
   54           No           02/01/15            120            119              360              359            No           NAP
   57           No           12/01/14            120            117              360              360            No           NAP
   59           No           02/01/15            120            119              300              299            No           NAP
   61           No           07/01/14            120            112              360              352            No           NAP
   62           No           02/01/15            120            119              300              299            No           NAP
   63           No           10/01/14            120            115              300              300            No           NAP
  63-a
  63-b
  63-c
  63-d
  63-e
  63-f
  63-g
  63-h
  63-i
  63-j
   66           No           01/01/15            120            118              360              358            No           NAP
   74           No           02/01/12             84             83              360              360            No           NAP
   77           No           02/01/15            120            119              360              360            No           NAP
   79           No           02/01/15            120            119              360              359            No           NAP
   80           No           02/01/15            120            119              360              359            No           NAP
   82           No           02/01/15            120            119              360              360            No           NAP
   83           No           01/01/15            120            118              360              358            No           NAP
   85           No           12/01/14            120            117              360              357            No           NAP
   88           No           02/01/15            120            119              360              359            No           NAP
   89           No           01/01/15            120            118              300              298            No           NAP
   90           No           01/01/15            120            118              360              358            No           NAP
   92           No           02/01/15            120            119              300              299            No           NAP
   93           No           03/01/15            120            120              360              360            No           NAP
   94           No           01/01/15            120            118              300              298            No           NAP
   96           No           02/01/15            120            119              360              359            No           NAP
   97           No           02/01/15            120            119              360              359            No           NAP
   98           No           01/01/15            120            118              360              358            No           NAP
   99           No           01/01/15            120            118              360              358            No           NAP
   100          No           02/01/15            120            119              300              299            No           NAP
   101          No           01/01/15            120            118              360              358            No           NAP
   102          No           02/01/15            120            119              360              359            No           NAP
   103          No           02/01/25            240            239              240              239            No           NAP
   104          No           01/01/15            120            118              360              358            No           NAP
   105          No           03/01/15            120            120              300              300            No           NAP
   106          No           01/01/15            120            118              252              250            No           NAP
   107          No           02/01/15            120            119              360              359            No           NAP
   108          No           02/01/15            120            119              360              359            No           NAP
   109          No           03/01/15            120            120              360              360            No           NAP
   110          No           02/01/25            240            239              240              239            No           NAP
   112          No           01/01/15            120            118              300              298            No           NAP
   114          No           01/01/15            120            118              300              298            No           NAP
   115          No           01/01/15            120            118              300              298            No           NAP
   116          No           03/01/15            120            120              360              360            No           NAP
   117          No           01/01/15            120            118              360              358            No           NAP
   118          No           12/01/14            120            117              360              357            No           NAP
   119          No           01/01/15            120            118              360              358            No           NAP
   120          No           02/01/15            120            119              360              359            No           NAP
   121          No           01/01/15            120            118              360              358            No           NAP
   122          No           01/01/20            180            178              180              178            No           NAP
   123          No           02/01/15            120            119              300              299            No           NAP
   124          No           10/01/14            120            115              240              235            No           NAP






                                                        OWNERSHIP            LOAN    ADMINISTRATIVE    DUE     GRACE     LETTER
   ID      PREPAYMENT PROVISIONS (# OF PAYMENTS)         INTEREST           SELLER      FEE RATE      DATE    PERIOD   OF CREDIT
   --      -------------------------------------         --------           ------      --------      ----    ------   ---------

    3      LO(26)/Defeasance(54)/Open(4)              Fee                    WFB        0.03260%       1st       5
   14      LO(26)/Defeasance(92)/Open(2)              Fee                    WFB        0.03260%       1st       5
   17      LO(35)/Flex(82)/Open(3)                    Fee                    WFB        0.03260%       1st       5
   22      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5          115,000
   27      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   31      LO(35)/Defeasance(83)/Open(2)              Fee                    WFB        0.03260%       1st       5
   35      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   36      LO(35)/Defeasance(81)/Open(4)              Fee/Leasehold          WFB        0.03260%       1st       5
   37      LO(35)/Defeasance(83)/Open(2)              Fee                    WFB        0.03260%       1st       5
   40      LO(35)/Defeasance(141)/Open(4)             Fee                    WFB        0.03260%       1st       5
   46      LO(35)/Defeasance(83)/Open(2)              Fee                    WFB        0.03260%       1st       5
   47      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   49      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.08260%       1st       5
   50      LO(35)/Defeasance(21)/Open(4)              Fee                    WFB        0.03260%       1st       5
   51      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   52      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   54      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   57      LO(35)/Defeasance(80)/Open(5)              Fee                    WFB        0.03260%       1st       5
   59      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.08260%       1st       5
   61      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   62      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   63      LO(36)/Defeasance(80)/Open(4)              Fee                    WFB        0.05260%       1st       5
  63-a                                                Fee                    WFB
  63-b                                                Fee                    WFB
  63-c                                                Fee                    WFB
  63-d                                                Fee                    WFB
  63-e                                                Fee                    WFB
  63-f                                                Fee                    WFB
  63-g                                                Fee                    WFB
  63-h                                                Fee                    WFB
  63-i                                                Fee                    WFB
  63-j                                                Fee                    WFB
   66      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   74      LO(35)/Defeasance(45)/Open(4)              Fee                    WFB        0.03260%       1st       5
   77      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   79      LO(35)/Defeasance(83)/Open(2)              Fee                    WFB        0.05260%       1st       5
   80      LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.05260%       1st       5
   82      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   83      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5          530,000
   85      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.05260%       1st       5
   88      LO(35)/Defeasance(83)/Open(2)              Fee                    WFB        0.03260%       1st       5
   89      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   90      LO(35)/Defeasance(83)/Open(2)              Fee                    WFB        0.03260%       1st       5
   92      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   93      LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.07260%       1st       5
   94      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   96      LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.12260%       1st       5
   97      LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.07260%       1st       5
   98      LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.07260%       1st       5
   99      LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.07260%       1st       5
   100     LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   101     LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   102     LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.07260%       1st       5
   103     LO(35)/Defeasance(201)/Open(4)             Fee                    WFB        0.07260%       1st       5
   104     LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.07260%       1st       5
   105     LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.07260%       1st       5
   106     LO(35)/Flex(81)/Open(4)                    Leasehold              WFB        0.03260%       1st       5
   107     LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.10260%       1st       5
   108     LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.03260%       1st       5
   109     LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.10260%       1st       5
   110     LO(34)/Flex(202)/Open(4)                   Fee                    WFB        0.10260%       1st       5
   112     LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.10260%       1st       5
   114     LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.10260%       1st       5
   115     LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   116     LO(35)/Defeasance(83)/Open(2)              Fee                    WFB        0.15260%       1st       5
   117     LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.20260%       1st       5
   118     LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.03260%       1st       5
   119     LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.15260%       1st       5
   120     LO(35)/Defeasance(83)/Open(2)              Fee                    WFB        0.03260%       1st       5
   121     LO(35)/Flex(83)/Open(2)                    Fee                    WFB        0.20260%       1st       5
   122     LO(35)/Defeasance(144)/Open(1)             Fee                    WFB        0.03260%       1st       5
   123     LO(35)/Flex(81)/Open(4)                    Fee                    WFB        0.20260%       1st       5
   124     LO(35)/Defeasance(81)/Open(4)              Fee                    WFB        0.20260%       1st       5






   ID           LETTER OF CREDIT DESCRIPTION                                              LOAN GURANTOR
   --           ----------------------------                                              -------------

    3                                                      Triple Five National Development Corporation
   14                                                      Kimco Realty Corporation
   17                                                      Bernstein Millbank Limited Partnership
   22     LOC for Initial TI/LC & Replacement Reserves     Stephan Sperling, Rosette Cadry
   27                                                      Dave Dollinger
   31                                                      Richard Belfonti
   35                                                      Susan Rhodes Matijasevic, Gene Rhodes, Frank A. Rhodes Jr., June Causey
   36                                                      Continental Communities, LLC
   37                                                      Frank Ferrari
   40                                                      Thomas J. Roche, Katherine A. Roche, Katherine A. Roche Marital Trust
   46                                                      John Paul Kent
   47                                                      Lawrence Field
   49                                                      Robin Reed
   50                                                      George Ackerman, Michael Oesteich, Richard Lubkin
   51                                                      Michael Spears, Kathleen Ridley, Warushan Kchikian, Gerald Spears,
                                                             Michael A. Spears Revocable Living Trust, Kathleen Ridley Revocable
                                                             Trust Agreement, Warushan Kchikian Trust Agreement
   52                                                      Jeffry J. Powell
   54                                                      Kim A. Culp, Sheldon Z. Wert
   57                                                      Michael Corenzwit, Kenneth Balin
   59                                                      Scott W. Weaver, Nat H. Davis, Gerald Peter Jacob
   61                                                      Michael E. Schultz
   62                                                      Dwight Johnson, Bruce Lundgren, Bruce Peterson
   63                                                      Newcastle Investment Corp, Drawbridge Special Opportunities Fund LP
  63-a
  63-b
  63-c
  63-d
  63-e
  63-f
  63-g
  63-h
  63-i
  63-j
   66                                                      Janice M. MacLean
   74                                                      Continental Communities, LLC
   77                                                      Continental Communities, LLC
   79                                                      Thomas Dailey, Dwight Davis, Timothy Davis, William Shmicker,
                                                             Robert J Dailey
   80                                                      Robert T Wolfenden
   82                                                      Continental Communities II, LLC
   83     Minimum Occupancy Impound  - LOC                 Jerome Hertel, Jon Pope, Gary Janisch
   85                                                      The Smith Family Trust, Jeha Family Trust, William F. Kartozian Living
                                                             Trust
   88                                                      Muir Station Associates, Thomas Dailey, Robert J Dailey, Raymond
                                                              Matthews, David M. Greenberg, Phillip Jones, Clair L. Hotten,
                                                              Terrence D. Ranahan
   89                                                      Myron W. Klein
   90                                                      Kenneth S. Hirsch, Rosemary T. Jensen
   92                                                      Martin Rankin, Siegfrid Albrecht, Erik A. Schenk
   93                                                      Alan Field, Benjamin Squire
   94                                                      Scot Holdings, Inc.
   96                                                      Michael Perry
   97                                                      Robert T Wolfenden
   98                                                      Barbara W Hirth
   99                                                      David J. Saca
   100                                                     Brian R. Whitman
   101                                                     William E. Huff
   102                                                     Doulgas T. Domoto, Marilyn D. Webb
   103                                                     Loren Spiekermann
   104                                                     Allan E. Hanson
   105                                                     Stanley M. Felix
   106                                                     Raymond J. Brimble
   107                                                     Christopher R. Forrest, Thomas E. Vogt
   108                                                     Richard P. Garza
   109                                                     Drew Gibson
   110                                                     Roslyn Millet
   112                                                     Jerry Shluker, Brenda Keller
   114                                                     Mark R. Herbert, Michael S. Dorn
   115                                                     Richard C Johns
   116                                                     John Nasser, Andrew Peceimer
   117                                                     Martin L. Chiechi
   118                                                     Peter Gfroerer
   119                                                     Thomas Coates
   120                                                     Gregg S. Walsh
   121                                                     MaryAnn Tarrant, Richard Tarrant, Edward Bell, Edward Tarrant
   122                                                     DeWayne Zinkin
   123                                                     Steven Y Wong, Michael Horwitz, Michael Anders, Scott B Fuller
   124                                                     Douglas A. Stewart, Betty L. Stewart






                 INITIAL            INITIAL MASTER
                  MASTER               SERVICING
   ID            SERVICER              FEE RATE
   --            --------              --------

    3              WFB                 0.02050%
   14              WFB                 0.02050%
   17              WFB                 0.02050%
   22              WFB                 0.02050%
   27              WFB                 0.02050%
   31              WFB                 0.02050%
   35              WFB                 0.02050%
   36              WFB                 0.02050%
   37              WFB                 0.02050%
   40              WFB                 0.02050%
   46              WFB                 0.02050%
   47              WFB                 0.02050%
   49              WFB                 0.02050%
   50              WFB                 0.02050%
   51              WFB                 0.02050%
   52              WFB                 0.02050%
   54              WFB                 0.02050%
   57              WFB                 0.02050%
   59              WFB                 0.02050%
   61              WFB                 0.02050%
   62              WFB                 0.02050%
   63              WFB                 0.04050%
  63-a
  63-b
  63-c
  63-d
  63-e
  63-f
  63-g
  63-h
  63-i
  63-j
   66              WFB                 0.02050%
   74              WFB                 0.02050%
   77              WFB                 0.02050%
   79              WFB                 0.04050%
   80              WFB                 0.04050%
   82              WFB                 0.02050%
   83              WFB                 0.02050%
   85              WFB                 0.04050%
   88              WFB                 0.02050%
   89              WFB                 0.02050%
   90              WFB                 0.02050%
   92              WFB                 0.02050%
   93              WFB                 0.06050%
   94              WFB                 0.02050%
   96              WFB                 0.06050%
   97              WFB                 0.06050%
   98              WFB                 0.06050%
   99              WFB                 0.06050%
   100             WFB                 0.02050%
   101             WFB                 0.02050%
   102             WFB                 0.06050%
   103             WFB                 0.06050%
   104             WFB                 0.06050%
   105             WFB                 0.06050%
   106             WFB                 0.02050%
   107             WFB                 0.09050%
   108             WFB                 0.02050%
   109             WFB                 0.09050%
   110             WFB                 0.09050%
   112             WFB                 0.09050%
   114             WFB                 0.09050%
   115             WFB                 0.02050%
   116             WFB                 0.14050%
   117             WFB                 0.14050%
   118             WFB                 0.02050%
   119             WFB                 0.14050%
   120             WFB                 0.02050%
   121             WFB                 0.19050%
   122             WFB                 0.02050%
   123             WFB                 0.19050%
   124             WFB                 0.19050%





                                  SCHEDULE I-D

                  SCHEDULE OF NATIONWIDE POOLED MORTGAGE LOANS




















                                    S-I-D-1





   ID        SELLER LOAN NUMBER    PROPERTY NAME                        ADDRESS                                         CITY
   --        ------------------    -------------                        -------                                         ----

    6            00-1100675        Quintard Mall                        700 Quintard Drive                       Oxford
   13            00-1100480        Plaza Del Norte Retail Center        1801 - 1991 E. Ventura Boulevard         Oxnard
   38            00-1100531        The Shoppes at Penn Center East      3480 William Penn Highway                Monroeville
   72            00-1100286        Circuit City - Ridge Park Square     4832 Ridge Road                          Brooklyn
   111           00-1100689        Starbucks Retail Center              9618-9648 Kenwood Road                   Blue Ash







                                                                        P&I MONTHLY       IO MONTHLY                     INTEREST
                                     ORIGINAL        CUT-OFF DATE          DEBT              DEBT          MORTGAGE       ACCRUAL
   ID        STATE     ZIP CODE       BALANCE           BALANCE           SERVICE           SERVICE          RATE          BASIS
   --        -----     --------       -------           -------           -------           -------          ----          -----

    6          AL       36203       37,000,000        36,909,127          203,628             NAP          5.22000%     Actual/360
   13          CA       93036       18,900,000        18,900,000          106,838           87,189         5.46000%     Actual/360
   38          PA       15235        9,000,000         8,979,433          52,008              NAP          5.66000%     Actual/360
   72          OH       44144        4,325,000         4,325,000          26,611              NAP          5.52000%     Actual/360
   111         OH       45242        2,000,000         1,995,293          11,331              NAP          5.48000%     Actual/360






                                                             STATED
                                                            REMAINING
                                         ORIGINAL TERM       TERM TO         ORIGINAL        REMAINING       CROSSED
             ARD LOAN    MATURITY DATE    TO MATURITY      MATURITY OR     AMORTIZATION     AMORTIZATION    WITH OTHER    CROSSED
   ID          (Y/N)        OR ARD       OR ARD (MOS.)     ARD (MOS.)      TERM (MOS.)      TERM (MOS.)       LOANS       LOAN ID
   --          -----        ------       -------------     ----------      -----------      -----------       -----       -------

    6           No         01/01/15           120             118              360              358            No           NAP
   13           No         03/01/15           120             120              360              360            No           NAP
   38           No         01/01/15           120             118              360              358            No           NAP
   72           No         03/01/12            84              84              300              300            No           NAP
   111          No         01/01/15           120             118              360              358            No           NAP







                                                       OWNERSHIP                         ADMINISTRATIVE       DUE
   ID         PREPAYMENT PROVISIONS (# OF PAYMENTS)     INTEREST       LOAN SELLER          FEE RATE         DATE
   --         -------------------------------------     --------       -----------          --------         ----

    6      LO(26)/Defeasance(90)/Open(4)                Fee             Nationwide          0.09260%          1st
   13      LO(24)/Gtr 1% or YM(92)/Open(4)              Fee             Nationwide          0.08760%          1st
   38      LO(26)/Defeasance(90)/Open(4)                Fee             Nationwide          0.10760%          1st
   72      LO(24)/Defeasance(55)/Open(5)                Fee             Nationwide          0.10760%          1st
   111     LO(26)/Defeasance(90)/Open(4)                Fee             Nationwide          0.10760%          1st






                                                                                              LETTER OF           LETTER OF CREDIT
   ID                                GRACE PERIOD                                               CREDIT              DESCRIPTION
   --                                ------------                                               ------              -----------

    6                                     0
   13      5-Day period to cure Monetary Default one time per loan year upon written notice.
   38      5-Day period to cure Monetary Default one time per loan year upon written notice.
   72      5-Day period to cure Monetary Default one time per loan year upon written notice.
   111     5-Day period to cure Monetary Default one time per loan year upon written notice.






                                                                                              INITIAL     INITIAL MASTER
                                                                                              MASTER      SERVICING FEE
   ID                                      LOAN GURANTOR                                     SERVICER         RATE
   --                                      -------------                                     --------         ----

    6      Samuel P. Grimmer, Susan L. Grimmer, Rose J. Grimmer, Estate of James B. Grimmer     WFB         0.02050%
   13      Donald E. Russell                                                                    WFB         0.02050%
   38      R. Damian Soffer                                                                     WFB         0.02050%
   72      Kenneth A. Zeisler                                                                   WFB         0.02050%
   111     Gerard Tully, Sr.                                                                    WFB         0.02050%







                                   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                                                                      Sub-     Term.
(Pros-    Mortgage                                      Pooled      Cut-off Date    Servicing Without
pectus  Loan Seller                                    Mortgage      Principal         Fee     Cause
  ID)      Number           Loan/Property Name        Loan Seller      Balance         Rate     Fee             Sub-Servicer
------- ----------- --------------------------------- -----------  ---------------- --------- ------- ------------------------------

   6    00-1100675  Quintard Mall                      Nationwide    $36,909,126.71   4.5000    None  Laureate Capital, LLC
   8       42296    Plaza on Richmond                    BSCMI          $28,000,000   6.0000    None  L.J. Melody & Company of
                                                                                                        Texas, LP
  13    00-1100480  Plaza Del Norte Retail Center      Nationwide    $18,900,000.00   4.0000    None  Capital Dwyer-Curlett Inc.
                                                                                                      Carey, Kramer, Petit,
                                                                                                        Panichelli &
  15       42048    750 College Road East                BSCMI          $17,600,000   4.0000    None  Associates, Inc.
                                                                                                      GMAC Commercial Mortgage
  25       41313    Tricorne Center                      BSCMI          $11,250,000   5.0000    None  Corporation
                                                                                                      Prudential Mortgage Capital
  30      6105776   Brooklyn Place Apartments             PMCF       $10,107,500.00   5.0000    None  Company ("PMCC")
  38    00-1100531  The Shoppes at Penn Center East    Nationwide     $8,979,432.89   6.0000    None  Holliday Fenoglio Fowler, L.P.
  41      6105740   Visalia Medical Clinic                PMCF        $8,092,979.68   5.0000    None  PMCC
  42      6105787   M.O.I. Depot                          PMCF        $7,988,702.05   3.0000    None  PMCC
  43      6105644   Tipp City Plaza                       PMCF        $7,376,376.19   5.0000    None  PMCC
  44      6105705   Harris Teeter Grocery Store           PMCF        $6,975,687.95   3.0000    None  PMCC
  53      6105741   Old Marketplace                       PMCF        $5,786,214.17   5.0000    None  PMCC
  55      6105765   Schafer Park                          PMCF        $5,660,000.00   5.0000    None  PMCC
  68      6105702   Sunset Corner Retail Center           PMCF        $4,485,822.97   5.0000    None  PMCC
  70      6105810   741-747 Calle Plano                   PMCF        $4,400,000.00   5.0000    None  PMCC
  72    00-1100286  Circuit City - Ridge Park Square   Nationwide     $4,325,000.00   6.0000    None  Capstone Realty Advisors
  75      6105809   Bedrosian Tile Building
                       - West Valley                      PMCF        $4,115,756.43   5.0000    None  PMCC
  78      6105760   Bedrosian Tile Building
                       - Pacific Street                   PMCF        $3,906,324.41   5.0000    None  PMCC
  81      6105685   Plaza 45                              PMCF        $3,488,984.33   5.0000    None  PMCC
  84      6105774   Crossroads Office Park                PMCF        $3,195,446.32   5.0000    None  PMCC
  87      6105791   Northside Plaza                       PMCF        $3,020,000.00   5.0000    None  PMCC
  91      6105700   Oak Hill Court Apartments             PMCF        $2,887,236.59   5.0000    None  PMCC
  95      6105754   Coventry Terrace Apartments           PMCF        $2,600,000.00   5.0000    None  PMCC
  111   00-1100689  Starbucks Retail Center            Nationwide     $1,995,292.76   6.0000    None  Fifth Third Real Estate
                                                                                                        Capital Markets





                                    S-III-1


                                   SCHEDULE IV

                                 REFERENCE RATES




INTEREST ACCRUAL PERIOD(1)            REFERENCE RATE (%)              INTEREST ACCRUAL PERIOD(1)         REFERENCE RATE (%)
--------------------------            ------------------              --------------------------         ------------------

March 2005                                 5.49093                    March 2009                              5.48916
April 2005                                 5.31343                    April 2009                              5.31171
May 2005                                   5.49085                    May 2009                                5.48911
June 2005                                  5.31335                    June 2009                               5.31165
July 2005                                  5.49076                    July 2009                               5.48905
August 2005                                5.49073                    August 2009                             5.48902
September 2005                             5.31323                    September 2009                          5.31157
October 2005                               5.49064                    October 2009                            5.48897
November 2005                              5.31315                    November 2009                           5.31151
December 2005                              5.31311                    December 2009                           5.31148
January 2006                               5.31307                    January 2010                            5.31146
February 2006                              5.31346                    February 2010                           5.31249
March 2006                                 5.49043                    March 2010                              5.48910
April 2006                                 5.31294                    April  2010                             5.31165
May 2006                                   5.49034                    May 2010                                5.48904
June 2006                                  5.31285                    June 2010                               5.31158
July 2006                                  5.49025                    July 2010                               5.48898
August 2006                                5.49021                    August 2010                             5.48895
September 2006                             5.31272                    September 2010                          5.31149
October 2006                               5.49012                    October 2010                            5.48889
November 2006                              5.31263                    November 2010                           5.31143
December 2006                              5.31258                    December  2010                          5.31139
January 2007                               5.31253                    January 2011                            5.31136
February 2007                              5.31301                    February 2011                           5.31217
March 2007                                 5.48989                    March 2011                              5.48871
April 2007                                 5.31241                    April 2011                              5.31126
May 2007                                   5.48981                    May 2011                                5.48864
June 2007                                  5.31234                    June 2011                               5.31119
July 2007                                  5.48973                    July 2011                               5.48857
August 2007                                5.48970                    August 2011                             5.48854
September 2007                             5.31223                    September 2011                          5.31108
October 2007                               5.48962                    October 2011                            5.48846
November 2007                              5.31215                    November 2011                           5.31101
December 2007                              5.48954                    December 2011                           5.50402
January 2008                               5.31208                    January 2012                            5.33957
February 2008                              5.31227                    February 2012                           5.34167
March 2008                                 5.48946                    March 2012                              5.52204
April 2008                                 5.31201                    April 2012                              5.34362
May  2008                                  5.48941                    May 2012                                5.52195
June 2008                                  5.31196                    June 2012                               5.34353
July 2008                                  5.48937                    July 2012                               5.52185
August 2008                                5.48934                    August 2012                             5.52181
September 2008                             5.31189                    September 2012                          5.34339
October 2008                               5.48929                    October 2012                            5.52171
November 2008                              5.31184                    November 2012                           5.34330
December 2008                              5.31181                    December 2012                           5.34325
January 2009                               5.31179                    January 2013                            5.34320
February 2009                              5.31249                    February 2013                           5.34416


(1)  Each interest accrual period relates to the distribution date in the
     immediately following calendar month. For example, the March 2005 interest
     accrual period relates to the April 2005 distribution date.


                                     S-IV-1


                                   SCHEDULE V

                       BORROWER THIRD-PARTY BENEFICIARIES
                              (UNDER SECTION 2.03)


                    [THERE ARE NO THIRD-PARTY BENEFICIARIES.]












                                     S-V-1



                                   SCHEDULE VI

                      CLASS A-AB PLANNED PRINCIPAL BALANCES



                         CLASS A-AB                                CLASS A-AB                                CLASS A-AB
                          PLANNED                                   PLANNED                                    PLANNED
                         PRINCIPAL                                 PRINCIPAL            DISTRIBUTION          PRINCIPAL
DISTRIBUTION DATE       BALANCE ($)          DISTRIBUTION DATE    BALANCE ($)           DATE                 BALANCE ($)
-----------------       -----------          -----------------    -----------           ----                 -----------

Closing Date            106,000,000.00       December 2008        106,000,000.00        September 2012      53,329,000.00
April 2005              106,000,000.00       January 2009         106,000,000.00        October 2012        51,736,000.00
May 2005                106,000,000.00       February 2009        106,000,000.00        November 2012       50,252,000.00
June 2005               106,000,000.00       March 2009           106,000,000.00        December 2012       48,645,000.00
July 2005               106,000,000.00       April 2009           106,000,000.00        January 2013        47,147,000.00
August 2005             106,000,000.00       May 2009             106,000,000.00        February 2013       45,642,000.00
September 2005          106,000,000.00       June 2009            106,000,000.00        March 2013          43,781,000.00
October 2005            106,000,000.00       July 2009            106,000,000.00        April 2013          42,260,000.00
November 2005           106,000,000.00       August 2009          106,000,000.00        May 2013            40,616,000.00
December 2005           106,000,000.00       September 2009       106,000,000.00        June 2013           39,081,000.00
January 2006            106,000,000.00       October 2009         106,000,000.00        July 2013           28,771,000.00
February 2006           106,000,000.00       November 2009        106,000,000.00        August 2013         27,236,000.00
March 2006              106,000,000.00       December 2009        106,000,000.00        September 2013      25,694,000.00
April 2006              106,000,000.00       January 2010         106,000,000.00        October 2013        24,031,000.00
May 2006                106,000,000.00       February 2010        104,230,074.53        November 2013       22,474,000.00
June 2006               106,000,000.00       March 2010           102,230,000.00        December 2013       20,796,000.00
July 2006               106,000,000.00       April 2010           100,679,000.00        January 2014        19,224,000.00
August 2006             106,000,000.00       May 2010              98,968,000.00        February 2014       17,644,000.00
September 2006          106,000,000.00       June 2010             97,402,000.00        March 2014          15,721,000.00
October 2006            106,000,000.00       July 2010             95,676,000.00        April 2014          14,124,000.00
November 2006           106,000,000.00       August 2010           94,094,000.00        May 2014            12,409,000.00
December 2006           106,000,000.00       September 2010        92,505,000.00        June 2014           10,797,000.00
January 2007            106,000,000.00       October 2010          90,758,000.00        July 2014            4,714,000.00
February 2007           106,000,000.00       November 2010         89,153,000.00        August 2014          3,095,000.00
March 2007              106,000,000.00       December 2010         87,390,000.00        September 2014       1,467,000.00
April 2007              106,000,000.00       January 2011          85,770,000.00        October 2014                 0.00
May 2007                106,000,000.00       February 2011         84,141,000.00
June 2007               106,000,000.00       March 2011            82,058,000.00
July 2007               106,000,000.00       April 2011            80,412,000.00
August 2007             106,000,000.00       May 2011              78,611,000.00
September 2007          106,000,000.00       June 2011             76,949,000.00
October 2007            106,000,000.00       July 2011             75,132,000.00
November 2007           106,000,000.00       August 2011           73,454,000.00
December 2007           106,000,000.00       September 2011        71,768,000.00
January 2008            106,000,000.00       October 2011          69,928,000.00
February 2008           106,000,000.00       November 2011         68,226,000.00
March 2008              106,000,000.00       December 2011         67,000,000.00
April 2008              106,000,000.00       January 2012          65,500,000.00
May 2008                106,000,000.00       February 2012         64,000,000.00
June 2008               106,000,000.00       March 2012            62,277,000.00
July 2008               106,000,000.00       April 2012            60,841,000.00
August 2008             106,000,000.00       May 2012              59,282,000.00
September 2008          106,000,000.00       June 2012             57,834,000.00
October 2008            106,000,000.00       July 2012             56,261,000.00
November 2008           106,000,000.00       August 2012           54,799,000.00




                                     S-VI-1