MIDLAND REALTY ACCEPT CORP COM MORT PASS THR CERT SE 1996 C2
8-K, 1997-01-07
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                SECURITIES AND EXCHANGE COMMISSION

                      WASHINGTON, D.C. 20549

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

                             FORM 8-K

                          CURRENT REPORT

              PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):  December 23, 1996

TRUST CREATED BY MIDLAND REALTY ACCEPTANCE CORP. (under a Pooling
and Servicing Agreement dated as of December 1, 1996, which Trust
is the Issuer of Commercial Mortgage Pass-Through Certificates,
Series 1996-C2)
          (Exact name of registrant as specified in its charter)


                                New York
              (State or other jurisdiction of incorporation)


    333-15893-1                                  36-4122515
  (Commission File Number)             (IRS Employer Identification No.)

135 South LaSalle Street, Suite 1740, Chicago, IL                    60603
   (Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code:  (800) 246-5761


                               Not applicable
   (Former name or former address, if changed since last report)


ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
           INFORMATION AND EXHIBITS

Exhibit 1  Underwriting Agreement Relating to Midland Realty
           Acceptance Corp., Commercial Mortgage Pass-Through
           Certificates, Series 1996-C2

Exhibit 4  Pooling and Servicing Agreement Relating to Midland
           Realty Acceptance Corp., Commercial Mortgage Pass-Through
           Certificates, Series 1996-C2

Exhibit 99 Pricing Letter Relating to Midland Realty Acceptance Corp.,
           Commercial Mortgage Pass-Through Certificates, Series
           1996-C2


<PAGE>




                            SIGNATURES

      Pursuant to the  requirements  of the Securities  Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.



                          MIDLAND LOAN SERVICES, L.P., not in its individual
                          capacity, but solely as duly authorized agent of the
                          Registrant pursuant to Section 3.20 of the Pooling and
                          Servicing Agreement, dated as of September 1, 1996

                          By: Midland Data Systems, Inc., its General Partner

                               By: /s/ Alan L. Atterbury
                                   Alan L. Atterbury, President

Date: January 6, 1997





<PAGE>



                           EXHIBIT INDEX

      Exhibit No.                         Description

           1                              Underwriting Agreement
                                          Relating to Midland
                                          Realty Acceptance Corp.,
                                          Commercial Mortgage
                                          Pass-Through
                                          Certificates, Series
                                          1996-C2

           4                              Pooling and Servicing
                                          Agreement Relating to
                                          Midland Realty
                                          Acceptance Corp.,
                                          Commercial Mortgage
                                          Pass-Through
                                          Certificates, Series
                                          1996-C2

          99                              Pricing Letter Relating
                                          to Midland Realty
                                          Acceptance Corp., Commercial
                                          Mortgage Pass-Through
                                          Certificates, Series 1996-C2



 
                                                                       EXECUTION

              MIDLAND REALTY ACCEPTANCE CORP.

      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
      SERIES 1996-C2, CLASS A-1, CLASS A-2, CLASS B,
                          CLASS C, CLASS D AND CLASS E

                             UNDERWRITING AGREEMENT


                                         New York, New York
                                    As of December 18, 1996

Prudential Securities Incorporated
One New York Plaza, 18th Floor
New York, New York 10292-2018

Deutsche Morgan Grenfell Inc.
31 West 52nd Street
New York, New York 10019

Llama Company, L.P.
One McIlroy Plaza, Suite 302
Fayetteville, Arkansas 72701


Ladies and Gentlemen:

     Midland Realty  Acceptance  Corp., a Missouri  corporation (the "Company"),
proposes to issue and sell, pursuant to the terms of this Underwriting Agreement
(this "Underwriting Agreement"),  to Prudential Securities Incorporated ("PSI"),
Deutsche  Morgan Grenfell Inc.  ("DMG") and Llama Company,  L.P.  ("Llama"),  as
underwriters  (in  such  capacity,  each  an  "Underwriter"  and  together,  the
"Underwriters"),  the  Midland  Realty  Acceptance  Corp.,  Commercial  Mortgage
Pass-Through Certificates,  Series 1996-C2, Class A-1, Class A-2, Class B, Class
C, Class D and Class E (collectively, the "Publicly Offered Certificates").  The
Publicly  Offered  Certificates  constitute  a  portion  of the  Midland  Realty
Acceptance Corp., Commercial Mortgage Pass-Through Certificates,  Series 1996-C2
(the "Certificates"), consisting of sixteen classes, Class A-1, Class A-2, Class
A-EC,  Class B,  Class C,  Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L-1, Class L-2, Class R-I and Class R-II.  The  Certificates  are
being issued pursuant to that certain Pooling and Servicing Agreement,  dated as
of December 1, 1996 (the "Pooling and Servicing  Agreement";  capitalized  terms
used herein without  definitions shall have the meanings given such terms in the
Pooling and Servicing


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                           1

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Agreement),  by and among the Company, as the Depositor,  Midland Loan Services,
L.P., a Missouri  limited  partnership  ("Midland"),  as Servicer and as Special
Servicer,  LaSalle National Bank, as Trustee,  and ABN AMRO Bank N.V., as Fiscal
Agent,  and the  Publicly  Offered  Certificates  have  the  respective  initial
aggregate approximate Certificate Balances set forth in the Final Prospectus (as
hereinafter  defined).  The Certificates will represent,  in the aggregate,  the
entire beneficial ownership interest in a separate trust fund (the "Trust Fund")
to be created by the Company.  The Trust Fund will  consist  primarily of a pool
(the "Mortgage  Pool") of 136 "whole"  mortgage  loans (the  "Mortgage  Loans"),
secured by first liens on  commercial  and  multifamily  residential  properties
(each, a "Mortgaged Property").

     The sale of the Publicly  Offered  Certificates is to occur  simultaneously
with the separate offering of the Midland Realty  Acceptance  Corp.,  Commercial
Mortgage Pass-Through  Certificates,  Series 1996-C2, Class A-EC, Class F, Class
G, Class H, Class J,  Class K,  Class L-1,  Class L-2,  Class R-I and Class R-II
(the "Privately  Placed  Certificates"),  which are being issued pursuant to the
Pooling and  Servicing  Agreement  and sold to PSI, DMG and Llama,  as placement
agents (in such capacity,  each a "Placement Agent" and together, the "Placement
Agents"),  pursuant to that certain Certificate Purchase Agreement,  dated as of
December 23, 1996 (the "Certificate Purchase Agreement"),  among the Company and
the Placement  Agents.  The Placement Agents will privately offer such Privately
Placed  Certificates  pursuant to the exemption  from  registration  provided by
Section  4(2) of the  Securities  Act of 1933,  as amended  (the "1933 Act") and
Regulation D thereunder,  as further described in that certain Private Placement
Memorandum dated December 23, 1996 (the "Private Placement Memorandum").

     The Company will purchase (a) the Midland  Mortgage  Loans from Midland and
Midland Commercial Financing Corp., a Missouri corporation ("MCFC"), pursuant to
that certain Mortgage Loan Purchase and Sale Agreement,  dated December 23, 1996
(the "MCFC  Mortgage  Loan Purchase  Agreement"),  among  Midland,  MCFC and the
Company; (b) the GACC Mortgage Loans from German American Capital Corporation, a
Maryland corporation  ("GACC"),  pursuant to that certain Mortgage Loan Purchase
and Sale  Agreement,  dated  December 23, 1996 (the "GACC Mortgage Loan Purchase
Agreement"),  between GACC and the Company; and (c) the BCMC Mortgage Loans from
MCFC pursuant to that certain  Mortgage Loan Purchase and Sale Agreement,  dated
December 23, 1996 (the "BCMC/MCFC  Mortgage Loan Purchase  Agreement"),  between
MCFC and the Company, and MCFC will purchase the BCMC Mortgage Loans from Boston
Capital  Mortgage  Company,   Limited  Partnership,   a  Massachusetts   limited
partnership  ("BCMC"),  pursuant to that certain Mortgage Loan Purchase and Sale
Agreement,   dated   December  23,  1996  (the  "BCMC   Mortgage  Loan  Purchase
Agreement"),  between BCMC and MCFC. (The MCFC Mortgage Loan Purchase Agreement,
the GACC  Mortgage  Loan  Purchase  Agreement,  the BCMC  Mortgage Loan Purchase
Agreement and the BCMC/MCFC  Mortgage Loan Purchase  Agreement are  collectively
referred to herein as the "Mortgage Loan Purchase  Agreements.") Pursuant to the
Pooling and Servicing  Agreement,  the Mortgage Loans will be transferred by the
Company to the Trustee, for the benefit of the  Certificateholders,  in exchange
for the Certificates.



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     Subject to the terms and conditions and in reliance on the  representations
and warranties herein set forth, the Company agrees to sell to each Underwriter,
and each  Underwriter  agrees,  severally and not jointly,  to purchase from the
Company the percentage  interests in the respective  Classes of Publicly Offered
Certificates  (in the  principal  or  notional  amount set forth  opposite  such
Underwriter's name in the Prospectus  Supplement) at the purchase price for each
such  Class as set forth in a  separate  writing  between  the  Company  and the
Underwriters (the "Pricing Letter").

     1. Offering by the  Underwriters.  Upon the execution of this  Underwriting
Agreement by all the parties hereto and the authorization by the Underwriters of
the release of the Publicly Offered  Certificates,  the Underwriters  propose to
offer for sale to the public the Publicly Offered  Certificates at the price and
upon the terms set forth in the Final Prospectus (as hereinafter defined).

     2.  Conditions  of the  Underwriters'  Obligations.  The  obligation of the
Underwriters  hereunder to purchase the Publicly Offered  Certificates  shall be
subject to the accuracy of the representations and warranties on the part of the
Company  contained  herein as of the date hereof and as of the Closing  Date, to
the  accuracy  of the  statements  of the  Company,  Midland  and  any of  their
Affiliates,  made in any certificate  pursuant to the provisions  hereof, to the
performance by the Company in all material respects of its obligations hereunder
and to the following additional conditions:

         (a) All actions  required  to be taken and all  filings  required to be
     made by or on behalf of the Company  under the 1933 Act and the  Securities
     Exchange Act of 1934, as amended (the "1934 Act"), prior to the sale of the
     Publicly Offered Certificates shall have been duly taken or made.

         (b)  The  Underwriters  shall  have  received  on the  Closing  Date an
     Officer's Certificate of the Company, dated the Closing Date, to the effect
     that:  (i) no stop order  suspending  the  effectiveness  of the  Company's
     registration  statement  (Registration  No.  333-15893) (the  "Registration
     Statement") shall be in effect,  (ii) no proceedings for such purpose shall
     be pending before or threatened by the  Securities and Exchange  Commission
     (the "Commission"),  or by any authority administering any state securities
     or "Blue Sky" laws,  (iii) any requests for  additional  information on the
     part of the Commission  shall have been complied with to the  Underwriters'
     reasonable  satisfaction,  (iv)  since  the  respective  dates  as of which
     information is given in the Registration Statement,  the Prospectus,  dated
     as of December 18, 1996 (the  "Prospectus") and the Prospectus  Supplement,
     dated as of December 18, 1996 (the "Prospectus  Supplement";  together with
     the  Prospectus,  the "Final  Prospectus")  and except as otherwise  stated
     therein, there shall have been no material adverse change in the condition,
     financial or otherwise, earnings, affairs, regulatory situation or business
     prospects  of the  Company,  (v) there are no  material  actions,  suits or
     proceedings pending (or, to the best knowledge of the Company,  threatened)
     before any court or governmental agency, authority or


NY1-473497
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<PAGE>



     body,  affecting  the  Company  or the  transactions  contemplated  by this
     Underwriting  Agreement  and (vi) the  Company is not in  violation  of its
     Articles of Incorporation,  as amended, or its by-laws or in default in the
     performance  or  observance  of  any  obligation,  agreement,  covenant  or
     condition  contained  in any  contract,  pooling and  servicing  agreement,
     indenture,  mortgage,  loan agreement,  note,  lease or other instrument to
     which it is a party or by which it or its  properties  may be bound,  which
     violations or defaults separately or in the aggregate would have a material
     adverse effect on the Company.

         (c) Subsequent to the execution of this Underwriting  Agreement,  there
     shall not have  occurred  any of the  following:  (i) if at or prior to the
     Closing Date, trading in securities on the New York Stock Exchange,  London
     Stock  Exchange or Tokyo Stock  Exchange  shall have been  suspended or any
     material  limitation  in trading in  securities  generally  shall have been
     established  on such  exchange,  or a banking  moratorium  shall  have been
     declared by New York or United States authorities or (ii) if at or prior to
     the Closing Date, there shall have been an outbreak of hostilities  between
     the United States and any foreign power,  or of any other  insurrection  or
     armed conflict involving the United States which results in the declaration
     of a national  emergency  or war,  and,  in the  reasonable  opinion of the
     Underwriters,  makes it  impracticable  or inadvisable to offer or sell the
     Publicly Offered Certificates.

         (d) The Underwriters shall have received written  notification from the
     Rating Agencies to the effect that the Publicly Offered  Certificates  have
     been  rated no lower  than the  required  ratings  set  forth in the  Final
     Prospectus,  and as of the Closing  Date,  such rating or ratings shall not
     have been  rescinded  and there  shall  not have been any  downgrading,  or
     public notification of a possible downgrading,  or public notification of a
     possible change without indication of direction.

         (e) The  Publicly  Offered  Certificates,  the Mortgage  Loan  Purchase
     Agreements,  the Pooling and Servicing Agreement,  the Certificate Purchase
     Agreement and this Underwriting  Agreement shall have been duly authorized,
     executed and delivered by the  respective  parties  thereto and shall be in
     full force and effect.

         (f) The Company shall have delivered to the  Underwriters  an Officer's
     Certificate of the Company,  dated the Closing Date, to the effect that the
     signer of such certificate has carefully  examined the Final Prospectus and
     this  Underwriting   Agreement  and  that:  (i)  the   representations  and
     warranties  of the  Company  in this  Underwriting  Agreement  are true and
     correct in all  material  respects at and as of the  Closing  Date with the
     same effect as if made on the Closing  Date,  (ii) the Company has complied
     with all the  agreements and satisfied all the conditions on its part to be
     performed or  satisfied  at or prior to the Closing Date and (iii)  nothing
     has come to the  attention  of the  signer  that  would  lead the signer to
     believe  that the Final  Prospectus  contains  any  untrue  statement  of a
     material  fact or omits to state any  material  fact  required to be stated
     therein or necessary in order to make the statements  therein, in the light
     of the circumstances under


NY1-473497
Underwriting Agreement

                           4

<PAGE>



     which they were made, not misleading, except that no such representation or
     warranty  shall be required as to  statements  contained in or omitted from
     the Final  Prospectus in reliance upon and in conformity  with  Underwriter
     Provided  Information (as hereinafter  defined)  (except to the extent that
     any untrue  statement  or alleged  untrue  statement or omission or alleged
     omission  is a  result  of  Seller  Provided  Information  (as  hereinafter
     defined) which is not accurate and complete in all material respects).

         (g) The Underwriters shall have received from Morrison & Hecker L.L.P.,
     counsel to the Company,  a favorable  opinion,  dated the Closing Date, and
     satisfactory  in form and substance to counsel for the  Underwriters.  With
     respect to such  opinion,  such  counsel (i) may express its reliance as to
     factual matters on the  representations and warranties in this Underwriting
     Agreement,  the Pooling  and  Servicing  Agreement  and the  Mortgage  Loan
     Purchase  Agreements  made  by,  and on  certificates  or  other  documents
     furnished by officers of, the parties to such  agreements,  (ii) may assume
     the due  authorization,  execution  and  delivery  of the  instruments  and
     documents  referred  to  therein  by the  parties  thereto  other  than the
     Company,  Midland,  MCFC and any of their Affiliates,  and (iii) may render
     such opinion  only as to the federal  laws of the United  States of America
     and the laws of the States of Missouri and New York.

         (h) The  Underwriters  shall have received from  O'Melveny & Myers LLP,
     counsel to the  Underwriters,  such opinion,  dated the Closing Date,  with
     respect to the issuance and sale of the Publicly Offered Certificates,  the
     Final  Prospectus  and  other  related  matters  as  the  Underwriters  may
     reasonably  require,  and the Company shall have  furnished to such counsel
     such documents as they reasonably  request for the purpose of enabling them
     to pass upon such matters.

         (i) The  Underwriters  shall have  received  from  Ernst & Young,  LLP,
     certified  public  accountants,   a  letter  dated  the  Closing  Date  and
     satisfactory in form and substance to the  Underwriters and counsel for the
     Underwriters,  to the effect that such accountants  have performed  certain
     specified   procedures  as  a  result  of  which  they  confirmed   certain
     information of an accounting,  financial or statistical nature set forth in
     the Final Prospectus.

         (j) The Underwriters shall have received from Morrison & Hecker L.L.P.,
     counsel to Midland and MCFC, a favorable  opinion,  dated the Closing Date,
     in form and substance  satisfactory to the Underwriters and counsel for the
     Underwriters,  to the effect that (1) the Pooling and  Servicing  Agreement
     has been  duly  authorized,  executed  and  delivered  by  Midland,  as the
     Servicer  and the  Special  Servicer,  and  constitutes  the legal,  valid,
     binding and  enforceable  agreement of Midland,  and (2) the MCFC  Mortgage
     Loan Purchase Agreement has been duly authorized, executed and delivered by
     Midland and MCFC and constitutes the legal, valid,  binding and enforceable
     agreement of Midland and MCFC subject, as to enforceability, to bankruptcy,
     insolvency,  reorganization,  moratorium  or other  similar laws  affecting
     creditors' rights in general and by general


NY1-473497
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                           5

<PAGE>



     principles of equity  regardless of whether  enforcement is considered in a
     proceeding  in equity or at law,  and as to such  other  matters  as may be
     agreed upon by the  Underwriters,  Midland and MCFC.  With  respect to such
     opinion, such counsel (i) may express its reliance as to factual matters on
     the  representations  and  warranties  made in such  agreements  by, and on
     certificates or other documents  furnished to the  Underwriters by officers
     of the parties to the Pooling and Servicing Agreement,  (ii) may assume the
     due authorization,  execution and delivery of the instruments and documents
     referred to therein by the parties thereto other than the Company, Midland,
     MCFC and any of their  Affiliates and (iii) may render such opinion only as
     to the  federal  laws of the United  States of America  and the laws of the
     States of Missouri and New York.

         (k) The Underwriters shall have received from Cadwalader,  Wickersham &
     Taft,  counsel to GACC in  connection  with the GACC Mortgage Loan Purchase
     Agreement,  a  favorable  opinion,  dated  the  Closing  Date,  in form and
     substance   satisfactory   to  the   Underwriters   and   counsel  for  the
     Underwriters,  to the effect that the GACC Mortgage Loan Purchase Agreement
     has been duly  authorized,  executed and delivered by GACC and  constitutes
     the legal, valid, binding and enforceable agreement of GACC, subject, as to
     enforceability, to bankruptcy,  insolvency,  reorganization,  moratorium or
     other similar laws  affecting  creditors'  rights in general and by general
     principles of equity  regardless of whether  enforcement is considered in a
     proceeding  in equity or at law,  and as to such  other  matters  as may be
     agreed upon by the  Underwriters  and GACC.  With respect to such  opinion,
     such  counsel  (i) may express  its  reliance as to factual  matters on the
     representations and warranties in the GACC Mortgage Loan Purchase Agreement
     made by, and on certificates  or other  documents  furnished by officers of
     the  parties to such  agreement,  (ii) may  assume  the due  authorization,
     execution and delivery of the instruments and documents referred to therein
     by the parties  thereto other than GACC and its  Affiliates,  and (iii) may
     render  such  opinion  only as to the  laws of the  States  of New York and
     Maryland and the federal laws of the United States of America.

         (l) The Underwriters shall have received from Battle Fowler, counsel to
     BCMC in  connection  with the BCMC  Mortgage  Loan  Purchase  Agreement,  a
     favorable   opinion,   dated  the  Closing  Date,  in  form  and  substance
     satisfactory to the Underwriters and counsel for the  Underwriters,  to the
     effect  that  the BCMC  Mortgage  Loan  Purchase  Agreement  has been  duly
     authorized,  executed  and  delivered  by BCMC and  constitutes  the legal,
     valid,   binding  and  enforceable   agreement  of  BCMC,  subject,  as  to
     enforceability, to bankruptcy,  insolvency,  reorganization,  moratorium or
     other similar laws  affecting  creditors'  rights in general and by general
     principles of equity  regardless of whether  enforcement is considered in a
     proceeding  in equity or at law,  and as to such  other  matters  as may be
     agreed upon by the  Underwriters  and BCMC.  With respect to such  opinion,
     such  counsel  (i) may express  its  reliance as to factual  matters on the
     representations and warranties in the BCMC Mortgage Loan Purchase Agreement
     made by, and on certificates  or other  documents  furnished by officers of
     the parties to such


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                           6

<PAGE>



     agreement, (ii) may assume the due authorization, execution and delivery of
     the  instruments  and documents  referred to therein by the parties thereto
     other than BCMC and its Affiliates,  and (iii) may render such opinion only
     as to the laws of the States of New York and  Massachusetts and the federal
     laws of the United States of America.

         (m) The  Underwriters  shall have  received  from each of (i) Thomas A.
     Rosiello, Esq., Senior Counsel of the Trustee and the Fiscal Agent and (ii)
     Latham & Watkins,  counsel to the Trustee and the Fiscal Agent, a favorable
     opinion,  dated the Closing Date, in form and substance satisfactory to the
     Underwriters  and  counsel  for the  Underwriters,  to the effect  that the
     Pooling and  Servicing  Agreement  has been duly  authorized,  executed and
     delivered by each of the Trustee and the Fiscal Agent,  and constitutes the
     legal, valid, binding and enforceable  agreement of each of the Trustee and
     the Fiscal Agent, subject, as to enforceability, to bankruptcy, insolvency,
     reorganization,  moratorium  or other  similar  laws  affecting  creditors'
     rights in general and by general principles of equity regardless of whether
     enforcement  is  considered  in a proceeding in equity or at law, and as to
     such other matters as may be agreed upon by the  Underwriters,  the Trustee
     and the Fiscal Agent.

         (n) All proceedings in connection with the transactions contemplated by
     this  Underwriting  Agreement  and all documents  incident  hereto shall be
     satisfactory in form and substance to the  Underwriters and counsel for the
     Underwriters,  and the  Underwriters  and such counsel  shall have received
     such  information,  certificates  and documents as the Underwriters or such
     counsel may have reasonably requested.

         (o) The  Underwriters  shall  have  received  a copy of the  Letter  of
     Representations of the Company to The Depository Trust Company with respect
     to the Publicly Offered Certificates.

         (p) All conditions to the obligation of the Placement  Agents  pursuant
     to  Section  4 of  the  Certificate  Purchase  Agreement  shall  have  been
     satisfied.

         (q)  The  Company  shall  have  furnished  such  further   information,
     certificates,  documents and opinions as the  Underwriters  may  reasonably
     request.

     If any of the  conditions  specified  in this Section 2 shall not have been
fulfilled in all  material  respects  when and as provided in this  Underwriting
Agreement,  if the Company is in breach of any covenants or agreements contained
herein or if any of the opinions and certificates referred to above or elsewhere
in this Underwriting  Agreement shall not be in all material respects reasonably
satisfactory  in form and  substance  to the  Underwriters  and  counsel for the
Underwriters,   this   Underwriting   Agreement  and  all   obligations  of  the
Underwriters  hereunder may be canceled at, or at any time prior to, the Closing
Date by the Underwriters.



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     3.  Covenants of the Company.  In further
consideration of the agreements of the Underwriters
contained in this Underwriting Agreement, the Company
covenants as follows:

         (a) The Company shall furnish each Underwriter,  without charge, copies
     of the Registration Statement and any amendments thereto including exhibits
     and as  many  copies  of the  Final  Prospectus  and  any  supplements  and
     amendments  thereto as such  Underwriter  may from time to time  reasonably
     request.

         (b) The  Company  will  not  file  any  amendment  to the  Registration
     Statement or any  supplement to the  Prospectus  of which each  Underwriter
     shall  not  previously  have  been  advised  and  furnished  with  a copy a
     reasonable time prior to the proposed filing or to which either Underwriter
     shall have  reasonably  objected.  The Company will use its best efforts to
     cause any post-effective  amendment to the Registration Statement to become
     effective  as promptly as possible.  During the time when a  prospectus  is
     required to be delivered under the 1933 Act, the Company will comply so far
     as it is able with all requirements imposed upon it by the 1933 Act and the
     rules and  regulations  thereunder  to the extent  necessary  to permit the
     continuance of sales or of dealings in the Publicly Offered Certificates in
     accordance with the provisions hereof and of the Final Prospectus,  and the
     Company will prepare and file with the Commission, promptly upon request by
     either  Underwriter,  any  amendments  to  the  Registration  Statement  or
     amendments  or  supplements  to the  Prospectus  which may be  necessary or
     advisable in  connection  with the  distribution  of the  Publicly  Offered
     Certificates  by the  Underwriters,  and will use its best efforts to cause
     the same to become  effective  as promptly as  possible.  The Company  will
     advise the Underwriters,  promptly after it receives notice thereof, of the
     time  when any  amendment  to the  Registration  Statement  or any  amended
     Registration  Statement has become effective or any amendment or supplement
     to the Final  Prospectus  or any amended  Prospectus  has been  filed.  The
     Company will advise the Underwriters,  promptly after it receives notice or
     obtains  knowledge  thereof,  of the issuance by the Commission of any stop
     order suspending the  effectiveness  of the  Registration  Statement or any
     order  preventing  or  suspending  the  use of any  preliminary  prospectus
     supplement or the Final Prospectus,  or the suspension of the qualification
     of  the  Publicly  Offered   Certificates  for  offering  or  sale  in  any
     jurisdiction, or of the initiation or threatening of any proceeding for any
     such purpose,  or of any request made by the Commission for the amending or
     supplementing of the Registration  Statement or the Final Prospectus or for
     additional  information,  and the  Company  will  use its best  efforts  to
     prevent  the  issuance of any such stop order or any order  suspending  any
     such qualification,  and if any such order is issued, to obtain the lifting
     thereof as promptly as possible.

         (c) If, at any time when a prospectus  relating to the Publicly Offered
     Certificates  is required  to be  delivered  under the 1933 Act,  any event
     occurs as a result of which the Final  Prospectus  would include any untrue
     statement of a material  fact,  or omit to state any material fact required
     to be stated therein or necessary to make the


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     statements therein, in the light of the circumstances under which they were
     made, not  misleading,  or if it is necessary for any other reason to amend
     or supplement the Final Prospectus to comply with the 1933 Act, to promptly
     notify the Underwriters  thereof and upon either  Underwriter's  request to
     prepare and file with the  Commission,  at the  Company's  own expense,  an
     amendment or  supplement  which will correct such  statement or omission or
     any amendment which will effect such compliance.

         (d)  During the  period  when a  prospectus  is  required  by law to be
     delivered in connection with the sale of the Publicly Offered  Certificates
     pursuant to this Underwriting Agreement, the Company will file, on a timely
     and  complete  basis,  all  documents  that are required to be filed by the
     Company  with the  Commission  pursuant to Sections  13, 14 or 15(d) of the
     1934 Act.

         (e) The Company shall  qualify the Publicly  Offered  Certificates  for
     offer  and  sale  under  the   securities   or  "Blue  Sky"  laws  of  such
     jurisdictions as the Underwriters  shall reasonably  request and to pay all
     expenses  (including fees and  disbursements of counsel) in connection with
     such qualification of the eligibility of the Publicly Offered  Certificates
     for investment under the laws of such jurisdictions as the Underwriters may
     designate;  provided that in connection  therewith the Company shall not be
     required to qualify to do business or to file a general  consent to service
     of process in any jurisdiction.

         (f) For so  long as any of the  Publicly  Offered  Certificates  remain
     outstanding,  to furnish to each Underwriter upon request in writing copies
     of such financial  statements and other periodic and special reports as the
     Company may from time to time distribute  generally to its creditors or the
     holders  of the  Publicly  Offered  Certificates  and to  furnish  to  each
     Underwriter  copies of each  annual or other  report the  Company  shall be
     required to file with the Commission.

         (g) To the extent, if any, that the rating provided with respect to the
     Publicly  Offered  Certificates  by the  rating  agency  or  agencies  that
     initially rate the Publicly  Offered  Certificates is conditional  upon the
     furnishing  of documents or the taking of any other actions by the Company,
     the Company  shall use its best efforts to furnish such  documents and take
     any such other actions.

         (h)  The Company will enter into the Certificate
     Purchase Agreement, the Mortgage Loan Purchase
     Agreements and the Pooling and Servicing Agreement on
     or prior to the Closing Date.

     4.  Representations and Warranties of the Company.
The Company represents and warrants to each Underwriter
that:



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         (a) The Registration  Statement on Form S-3 (No.  333-15893)  including
     the  Prospectus,  has  become  effective.  No  stop  order  suspending  the
     effectiveness  of  such  Registration  Statement  has  been  issued  and no
     proceeding for that purpose has been initiated or, to the best knowledge of
     the Company,  threatened by the Commission.  The Prospectus Supplement will
     be filed with the  Commission  pursuant to Rule 424 under the 1933 Act. The
     conditions  to the use of a  registration  statement  on Form S-3 under the
     1933 Act, as set forth in the  General  Instructions  on Form S-3,  and the
     conditions of Rule 415 under the 1933 Act, have been satisfied with respect
     to the Company and the  Registration  Statement.  There are no contracts or
     documents  of the Company  that are required to be filed as exhibits to the
     Registration   Statement  pursuant  to  the  1933  Act  or  the  rules  and
     regulations thereunder that have not been so filed.

         (b)  (i) On the  effective  date  of the  Registration  Statement,  the
     Registration  Statement  and  the  Prospectus  conformed  in  all  material
     respects to the  requirements of the 1933 Act and the rules and regulations
     thereunder,  and did not include any untrue statement of a material fact or
     omit to state any material fact required to be stated  therein or necessary
     to make the statements  therein,  in light of the circumstances under which
     they  were  made,  not  misleading;  (ii) on the date of this  Underwriting
     Agreement, the Registration Statement and the Final Prospectus conform, and
     as  of  the  Closing  Date,  the  Registration   Statement  and  the  Final
     Prospectus, as amended or supplemented,  if applicable, will conform in all
     material  respects  to the  requirements  of the 1933 Act and the rules and
     regulations  thereunder;  and  (iii)  on  the  date  of  this  Underwriting
     Agreement,  the Final  Prospectus  does not include,  and as of the Closing
     Date, the Final Prospectus, as amended or supplemented, if applicable, will
     not include any untrue  statement  of a material  fact or omit to state any
     material  fact  required  to be stated  therein  or  necessary  to make the
     statements  therein,  in light of the  circumstances  under which they were
     made, not misleading;  provided, however, that the foregoing does not apply
     to statements or omissions in any of such  documents  made in reliance upon
     and in conformity  with  Underwriter  Provided  Information  (except to the
     extent that any untrue statement or alleged untrue statement or omission or
     alleged  omission is a result of Seller Provided  Information  which is not
     accurate and complete in all material respects).

         (c) Since the respective dates as of which  information is given in the
     Registration Statement and the Final Prospectus, except as otherwise stated
     therein,  there  has been no  material  adverse  change  in the  condition,
     financial or otherwise, earnings, affairs, regulatory situation or business
     prospects of the Company,  whether or not arising in the ordinary course of
     business of the Company.

         (d) The Company has been duly incorporated and is validly existing as a
     corporation in good standing  under the laws of the State of Missouri.  The
     Company has all requisite power and authority (corporate and other) and all
     requisite  authorizations,  approvals,  order,  licenses,  certificates and
     permits of and from all governmental or regulatory  officials and bodies to
     own its properties, to conduct its business as described


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<PAGE>



     in the  Registration  Statement  and the Final  Prospectus  and to execute,
     deliver and perform this Underwriting  Agreement,  the Certificate Purchase
     Agreement,  the Pooling  and  Servicing  Agreement  and the  Mortgage  Loan
     Purchase  Agreements,  except  (i)  such  as may be  required  under  state
     securities  or  Blue  Sky  laws  in   connection   with  the  purchase  and
     distribution by the Underwriters of the Publicly  Offered  Certificates and
     by the Placement Agents of the Privately  Placed  Certificates and (ii) for
     such authorizations,  approvals, orders, licenses, certificates and permits
     the failure of which to obtain would not have a material  adverse affect on
     the  Company.  All  such  authorizations,   approvals,   orders,  licenses,
     certificates and permits are in full force and effect and contain no unduly
     burdensome  provisions  and,  except  as set forth or  contemplated  in the
     Registration  Statement  or the  Final  Prospectus,  there  are no legal or
     governmental  proceedings pending or, to the best knowledge of the Company,
     threatened  that would result in a  modification,  suspension or revocation
     thereof that would have a material adverse affect on the Company.

         (e) The Publicly Offered  Certificates  have been duly authorized,  and
     when they are issued and delivered pursuant to this Underwriting  Agreement
     in  exchange  for the  purchase  price  thereof,  they  will have been duly
     executed,  issued  and  delivered  and  will be  entitled  to the  benefits
     provided  by  the  Pooling  and  Servicing   Agreement,   subject,   as  to
     enforcement,   to  applicable   bankruptcy,   reorganization,   insolvency,
     moratorium and other laws affecting the rights of creditors generally,  and
     to general  principles  of equity  (regardless  of whether  considered in a
     proceeding  in equity or at law),  and will  conform  in  substance  to the
     description  thereof contained in the Registration  Statement and the Final
     Prospectus,  and will in all material  respects be in the form contemplated
     by the Pooling and Servicing Agreement.

         (f) This Underwriting Agreement has been duly authorized,  executed and
     delivered by the Company. Each of the Pooling and Servicing Agreement,  the
     Certificate  Purchase Agreement and the Mortgage Loan Purchase  Agreements,
     when executed and  delivered as  contemplated  hereby,  will have been duly
     authorized,  executed  and  delivered  by the  Company.  This  Underwriting
     Agreement constitutes, and each of the Pooling and Servicing Agreement, the
     Certificate  Purchase  Agreement and the Mortgage Loan Purchase  Agreements
     when so executed and delivered will constitute, a legal, valid, binding and
     enforceable  agreement of the Company,  subject,  as to enforceability,  to
     bankruptcy,  insolvency,  reorganization,  moratorium or other similar laws
     affecting  creditors' rights generally and to general  principles of equity
     regardless of whether enforcement is sought in a proceeding in equity or at
     law.

         (g) As of the Closing  Date,  the Publicly  Offered  Certificates,  the
     Pooling and Servicing Agreement,  the Mortgage Loan Purchase Agreements and
     each of the Mortgage  Loans will each  conform in all material  respects to
     the respective descriptions thereof contained in the Final Prospectus,  and
     on the Closing  Date,  the Company  (pursuant to the Pooling and  Servicing
     Agreement) will assign to the Trustee for the


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<PAGE>



     benefit of the  Certificateholders  of the Publicly  Offered  Certificates,
     certain  representations  and warranties with respect to the Mortgage Loans
     made by the related  Mortgage Loan Seller to the Company in the  applicable
     Mortgage Loan Purchase and Sale
     Agreement.

         (h) No filing or registration with, or notice to, or consent, approval,
     non-  disapproval,  authorization or order or other action of, any court or
     governmental  authority or agency is required for the  consummation  by the
     Company of the transactions  contemplated by this Underwriting Agreement or
     the Pooling and Servicing Agreement, except (i) such as have been obtained,
     (ii) such as may be required under the 1933 Act, the rules and  regulations
     thereunder,  or state securities or "Blue Sky" laws, in connection with the
     purchase and  distribution  of the  Publicly  Offered  Certificates  by the
     Underwriters or of the Privately Placed Certificates by the Placement Agent
     and (iii) any the  failure  of which to  obtain  would not have a  material
     adverse affect on the Company.

         (i) Other than as set forth or  contemplated  in the Final  Prospectus,
     there are no legal or governmental proceedings pending to which the Company
     is a party or of which any property of the Company is the subject which, if
     determined  adversely to the Company would individually or in the aggregate
     have a material  adverse effect on the condition  (financial or otherwise),
     earnings,  affairs,  business or business  prospects of the Company and, to
     the Company's knowledge, no such proceedings are threatened or contemplated
     by governmental authorities or threatened by others.

         (j) As of the Closing  Date,  each of the Mortgage  Loans will meet the
     criteria  for  selection  described  in the  Final  Prospectus,  and at the
     Closing Date, the representations and warranties made by the Company in the
     Pooling  and  Servicing  Agreement  will be true and correct as of the date
     made.

         (k) At the time of execution  and delivery of the Pooling and Servicing
     Agreement,  (i) the  Company  will  have good and  marketable  title to the
     Mortgage  Loans,  free and clear of any  lien,  mortgage,  pledge,  charge,
     encumbrance,   adverse  claim  or  other  security  interest  (collectively
     "Liens"),  and will not have assigned to any person any of its right, title
     or interest in the Mortgage Loans or in the Pooling and Servicing Agreement
     or the Publicly Offered Certificates,  (ii) the Company will have the power
     and  authority  to  transfer  the  Publicly  Offered  Certificates  to  the
     Underwriters  and (iii) upon  execution  and delivery to the Trustee of the
     Pooling and  Servicing  Agreement and delivery to the  Underwriters  of the
     Publicly Offered Certificates,  and delivery to the Placement Agents of the
     Privately  Placed  Certificates,  the Trustee will have good and marketable
     title  to the  Mortgage  Loans  and the  Underwriters  will  have  good and
     marketable  title to the Publicly Offered  Certificates,  in each case free
     and clear of any Liens.



NY1-473497
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<PAGE>



         (l)  Neither  the  Company  nor the Trust Fund is, and  neither (i) the
     issuance  and  sale of the  Publicly  Offered  Certificates  in the  manner
     contemplated by the Final Prospectus,  nor (ii) the activities of the Trust
     Fund pursuant to the Pooling and Servicing Agreement will cause the Company
     or the Trust Fund to be an "investment  company" or under the control of an
     "investment  company," as such terms are defined in the Investment  Company
     Act of 1940, as amended.

         (m) The Pooling and Servicing Agreement is not required to be qualified
     under the Trust  Indenture Act of 1939,  as amended,  and the Trust Fund is
     not required to be registered under the Investment  Company Act of 1940, as
     amended.

         (n) Any taxes, fees and other  governmental  charges in connection with
     the execution,  delivery and issuance of this Underwriting  Agreement,  the
     Pooling and Servicing Agreement and the Publicly Offered  Certificates have
     been or will be paid at or
     prior to the Closing.

     5. Indemnification and Contribution.  (a) The Company and Midland,  jointly
and severally,  agree to indemnify and hold harmless each  Underwriter  and each
person,  if any, who controls such Underwriter  within the meaning of Section 15
of the  1933 Act or  Section  20 of the 1934  Act  against  any and all  losses,
claims,  damages  or  liabilities,  joint or  several,  to which they may become
liable  under  the 1933  Act,  the 1934 Act,  or other  federal  or state law or
regulation, at common law or otherwise,  insofar as such losses, claims, damages
or  liabilities  (or actions in respect  thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
the Final Prospectus or in any amendment or supplement  thereto, or arise out of
or are based upon the omission or alleged  omission to state  therein a material
fact required to be stated therein or necessary to make the statements  therein,
in light of the  circumstances  under which they were made, not misleading,  and
agrees to  reimburse  such  indemnified  party  for any legal or other  expenses
reasonably incurred by it in connection with investigating or defending any such
loss, claim, damage,  liability or action;  provided,  however, that neither the
Company nor Midland  will be liable in any such case to the extent that any such
loss, claim,  damage or liability arises out of or is based upon any such untrue
statement  or alleged  untrue  statement  or omission or alleged  omission  made
therein in reliance upon and in conformity with Underwriter Provided Information
(except to the extent that any untrue  statement or alleged untrue  statement or
omission or alleged omission is a result of Seller Provided Information which is
not accurate and complete in all material  respects);  provided,  further,  that
neither the Company nor Midland will be liable to DMG (but will be liable to the
remaining  Underwriters)  in any such  case to the  extent  that any such  loss,
claim,  damage  or  liability  arises  out of or is based  upon any such  untrue
statement  or alleged  untrue  statement  or omission or alleged  omission  made
therein in reliance upon and in conformity with GACC Provided  Information;  and
provided,  further, that neither the Company nor Midland will be liable to Llama
(but  will be  liable  to the  remaining  Underwriters)  in any such case to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon any such  untrue  statement  or alleged  untrue  statement  or  omission or
alleged omission made therein in


NY1-473497
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                           13

<PAGE>



reliance upon and in conformity with BCMC Provided  Information.  This indemnity
will be in addition to any  liability  that the Company or Midland may otherwise
have.

     (b) Each  Underwriter,  severally and not jointly,  will indemnify and hold
harmless  the Company and each person,  if any, who controls the Company  within
the  meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, to the
same  extent as the  foregoing  indemnity  from the  Company  and Midland to the
Underwriters,  but only  with  reference  to  Underwriter  Provided  Information
(except to the extent that any untrue  statement or alleged untrue  statement or
omission or alleged omission is a result of Seller Provided Information which is
not accurate and complete in all material  respects).  This indemnity will be in
addition to any liability that such Underwriter may otherwise have.

     (c) Promptly after receipt by an indemnified  party under this Section 5 of
notice of the  commencement  of any action,  such  indemnified  party will, if a
claim in respect thereof is to be made against the indemnifying party under this
Section 5, notify the indemnifying party in writing of the commencement thereof,
but  failure  to notify  the  indemnifying  party of any such  claims  shall not
relieve  the  indemnifying  party  of any  liability  that  it may  have  to any
indemnified  party  except  to  the  extent  that  the  indemnifying  party  was
prejudiced  by  such  failure.  The  indemnifying  party  will  be  entitled  to
participate at its own expense in the defense or, if it so elects, to assume the
defense  of any  suit  brought  to  enforce  any  such  liability,  but,  if the
indemnifying party elects to assume the defense, such defense shall be conducted
by legal counsel  reasonably  acceptable to the indemnified  party. In the event
the indemnifying  party elects to assume the defense of any such suit and retain
such legal counsel,  any  indemnified  party that is a defendant in the suit may
retain  additional legal counsel but shall bear the legal fees and disbursements
of such legal counsel  unless (i) the  indemnifying  party and such  indemnified
party shall have mutually  agreed to the retention of such legal counsel or (ii)
the named  parties to any such  proceeding  (including  any  impleaded  parties)
include  both  the   indemnifying   party  and  such   indemnified   party,  and
representation  of  both  such  parties  by the  same  legal  counsel  would  be
inappropriate due to actual or potential differing interests between them. It is
understood  that the  indemnifying  party  shall  not,  in  connection  with any
proceeding or related  proceedings in the same  jurisdiction,  be liable for the
legal  fees  and  disbursements  of more  than  one  legal  counsel  for all the
indemnified  parties  and that all such  legal fees and  disbursements  shall be
reimbursed  by the  indemnifying  party as they are incurred.  The  indemnifying
party  shall not be liable to  indemnify  any person for any  settlement  of any
claim effected without its prior written consent.  The indemnifying  party shall
not, without the prior written consent of any indemnified  party,  which consent
will not be  unreasonably  withheld,  effect any  settlement  of any  pending or
threatened  proceeding in respect of which such indemnified party is a party and
indemnity is or could have been sought hereunder by such indemnified party.

     (d) Not later than 10:30 a.m.  Kansas City time, on the business day before
the date on which a Current Report on Form 8-K relating to the  Certificates  is
required to be filed by the Company with the Commission pursuant to Section 3(d)
hereof, each Underwriter shall


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<PAGE>



deliver to the Company one complete copy in electronic  format of all materials,
if  any,  provided  by  such  Underwriter  to  prospective   investors  in  such
Certificates  which constitute  "Computational  Materials" within the meaning of
the no-action  letter dated May 20, 1994,  issued by the Division of Corporation
Finance of the Commission to Kidder,  Peabody Acceptance  Corporation I, Kidder,
Peabody  & Co.  Incorporated,  and  Kidder  Structured  Asset  Corporation,  the
no-action  letter  dated May 27,  1994,  issued by the  Division of  Corporation
Finance of the Commission to the Public Securities Association and the no-action
letter of February 17, 1995 issued by the  Commission  to the Public  Securities
Association (collectively,  the "Kidder/PSA Letters") and the filing of which is
a condition of the relief  granted in such  letters  (such  materials  being the
"Computational  Materials").  Each  delivery of  Computational  Materials to the
Company  pursuant to this paragraph (d) shall be effected by delivering one copy
of such material in electronic format to counsel for the Company.

     (e) Each Underwriter severally and not jointly agrees, except to the extent
that the  Seller  Provided  Information  is not  accurate  and  complete  in all
material  respects,  to indemnify  and hold  harmless  the Company,  each of the
Company's officers and directors and each person who controls the Company within
the meaning of Section 15 of the 1933 Act and Section 12 of the 1934 Act against
any and all losses, claims,  damages or liabilities,  joint or several, to which
they may become subject under the  Securities Act or otherwise,  insofar as such
losses,   claims,  damages  or  liabilities  (or  actions  in  respect  thereof)
(including,  but not limited to, any loss,  claim,  damage,  liability or action
relating to purchases  and sales of the Offered  Certificates),  arise out of or
are  based  upon any  untrue  statement  of a  material  fact  contained  in the
Computational  Materials  provided by such  Underwriter,  or arise out of or are
based upon the  omission or alleged  omission to state  therein a material  fact
required to be stated therein or necessary to make the statements therein,  when
considered  in  conjunction  with  the  Prospectus,  and  in  the  light  of the
circumstances  under which they were made, not misleading,  except to the extent
that such  untrue  statement  or  omission  is based  upon the  Seller  Provided
Information and agrees to reimburse each such indemnified party for any legal or
other  expenses  reasonably  incurred  by  him,  her  or it in  connection  with
investigating or defending or preparing to defend any such loss, claim,  damage,
liability  or  action as such  expenses  are  incurred.  The  obligations  of an
Underwriter  under this Section 5(e) shall be in addition to any liability which
such Underwriter may otherwise have.

         The procedures set forth in Section 5(c) shall be equally applicable to
this Section 5(e).

     (f) If the  indemnification  provided  for in this  Section 5 shall for any
reason be  unavailable  to an  indemnified  party under this Section 5, then the
Company and the  Underwriters  shall contribute to the amount paid or payable by
such indemnified party as a result of the aggregate losses,  claims, damages and
liabilities  referred to in paragraph (a), (b) or (e) above,  in such proportion
as is appropriate to reflect (i) the relative  benefits  received by the Company
on the one hand and the  Underwriters  on the other  from the  placement  of the
Publicly Offered Certificates, and (ii) the relative fault of the Company on the
one hand and the Underwriters on


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<PAGE>



the other in  connection  with the  statement or omission  that resulted in such
losses, claims, damages and liabilities, as well as any other relevant equitable
considerations.   The  relative   benefits  received  by  the  Company  and  the
Underwriters  shall be deemed to be in the same proportion as the purchase price
paid by the Underwriters  pursuant to the Pricing Letter bears to the difference
between (i) the total price at which the Publicly Offered Certificates were sold
by the  Underwriters  and  (ii)  the  purchase  price  paid by the  Underwriters
pursuant to the Pricing  Letter.  The  relative  fault  shall be  determined  by
reference to, among other things, whether the untrue or alleged untrue statement
of a material fact or the omission or alleged  omission to state a material fact
relates to  information  supplied  by the  Company or the  Underwriters  and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  untrue  statement  or  omission.  The  Company and the
Underwriters  agree  that it would not be just and  equitable  if  contributions
pursuant to this  paragraph (f) were to be determined by pro rata  allocation or
by any other method of  allocation  that does not take account of the  equitable
considerations  referred to herein. The amount paid or payable by an indemnified
party as a result of the losses,  claims,  damages or liabilities referred to in
the first sentence of this paragraph (f) shall be deemed to include any legal or
other expenses  reasonably incurred by such indemnified party in connection with
investigating  or defending  against any action or claim which is the subject of
this  paragraph (f).  Notwithstanding  the provisions of this paragraph (f), the
Underwriters  shall not be  required to  contribute  any amount in excess of the
amount by which  the total  price at which  the  Publicly  Offered  Certificates
placed by it  exceeds  the  amount of any  damages  that the  Underwriters  have
otherwise  been  required to pay or have become  liable to pay by reason of such
untrue or alleged untrue  statement or omission or alleged  omission.  No person
guilty of fraudulent  misrepresentation  (within the meaning of Section 11(f) of
the 1933 Act)  shall be  entitled  to  contribution  from any person who was not
guilty of such  fraudulent  misrepresentation.  For  purposes of this Section 5,
each person, if any, who controls the Underwriters  within the meaning of either
the 1933 Act or the 1934 Act shall have the same rights to  contribution  as the
Underwriters,  and each person,  if any,  who  controls  the Company  within the
meaning of either the 1933 Act or the 1934 Act,  each  director and each officer
of the Company shall have the same rights to  contribution  as the Company.  Any
party  entitled  to  contribution  will  promptly  after  receipt  of  notice of
commencement of any action,  suit or proceeding against such party in respect of
which a claim for  contribution  may be made  against  another  party or parties
under this  paragraph (f),  notify such party or parties from whom  contribution
may be sought,  but the  omission to so notify  such party or parties  shall not
relieve the party or parties from whom contribution may be sought from any other
obligation it or they may have to a party entitled to contribution except to the
extent the party  obligated to make such  contribution  was  prejudiced  by such
failure.

         "Seller Provided Information" means (a) the information appearing under
the caption "DESCRIPTION OF THE MORTGAGE POOL" in the Prospectus Supplement, (b)
Annex A to the  Prospectus  Supplement  and (c) with  respect  to  Computational
Materials only, a collateral  asset book relating to each property  securing the
Mortgage Loans.



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                           16

<PAGE>



         "Underwriter  Provided  Information"  means (a) the respective names of
each  Underwriter on the front and back cover of the  Prospectus  Supplement and
(b) the information  contained under the caption "PLAN OF  DISTRIBUTION"  in the
Prospectus Supplement  (excluding any information or materials  cross-referenced
under such  caption),  but not including the  information  contained in the last
paragraph under such caption.

         "GACC Provided  Information"  means information  contained in the Final
Prospectus  with respect to which GACC is  obligated  to  indemnify  the Company
under the GACC Mortgage Loan Purchase Agreement.

         "BCMC Provided  Information"  means information  contained in the Final
Prospectus  with respect to which BCMC is  obligated  to  indemnify  the Company
under the BCMC Mortgage Loan Purchase Agreement.

     6. Survival of Certain  Representations  and  Obligations.  The  respective
representations,   warranties,  agreements,  covenants,  indemnities  and  other
statements of the Company,  its officers and the  Underwriters  set forth in, or
made  pursuant to, this  Underwriting  Agreement  shall remain in full force and
effect, regardless of any investigation,  or statement as to the result thereof,
made by or on behalf of any Underwriters,  the Company, or any of the offices or
directors or any controlling  person of any of the foregoing,  and shall survive
the delivery of and payment for the Publicly Offered Certificates.

     7.  Termination. (a)  This Underwriting Agreement may
be terminated by the Company by notice to the Underwriters
in the event that a stop order suspending the
effectiveness of the Registration Statement shall have
been issued or proceedings for that purpose shall have
been instituted or threatened.

     (b)  This   Underwriting   Agreement  may  be  terminated  by  any  of  the
Underwriters  by notice to the Company and the other  Underwriters  in the event
that the Company or the Servicer  shall have  failed,  refused or been unable to
perform all  obligations and satisfy all conditions to be performed or satisfied
hereunder  by the  Company  or the  Servicer,  respectively,  at or prior to the
Closing Date.

     (c) Termination of this Underwriting  Agreement  pursuant to this Section 7
shall be  without  liability  of any  party to any  other  party  other  than as
provided in Section 8 hereof.

     8.  Default  of the  Underwriters.  If the  Underwriters  default  in their
obligation  to purchase the Publicly  Offered  Certificates  as provided in this
Underwriting  Agreement  and the  aggregate  principal  amount  of the  Publicly
Offered  Certificates with respect to which such default occurs is more than ten
percent of the aggregate  principal amount or notional amount as applicable,  of
such  Publicly  Offered  Certificates,  as the  case  may be,  and  arrangements
satisfactory  to the  Underwriters  and the  Company  for the  purchase  of such
Publicly  Offered  Certificates  by other  persons  are not made within 36 hours
after any such default, this


NY1-473497
Underwriting Agreement

                           17

<PAGE>



Underwriting  Agreement  will  terminate  without  liability  on the part of the
Company except for the expenses to be paid or reimbursed by the Company pursuant
to  Section  9  hereof.  As  used  in  this  Underwriting  Agreement,  the  term
"Underwriter"  includes any person  substituted  for an  Underwriter  under this
Section 8.

     9. Expenses.  The Company agrees with the Underwriters that: (a) whether or
not the transactions contemplated in this Underwriting Agreement are consummated
or this Underwriting Agreement is terminated,  the Company will pay all fees and
expenses  incident to the performance of its obligations under this Underwriting
Agreement,  including but not limited to, (i) the Commission's registration fee,
(ii) the expenses of printing and distributing the Registration  Statement,  any
preliminary prospectus, the Prospectus Supplement, any amendments or supplements
to the  Registration  Statement or the Prospectus  Supplement,  and any Blue Sky
memorandum or legal investment  survey and any supplements  thereto,  (iii) fees
and expenses of rating agencies,  accountants and counsel for the Company,  (iv)
the  expenses  referred to in Section  3(e)  hereof,  and (v) all  miscellaneous
expenses  referred  to in  Item  14  of  the  Registration  Statement;  (b)  all
out-of-pocket  expenses,  including  counsel fees,  disbursements  and expenses,
reasonably  incurred  by the  Underwriters  in  connection  with  investigating,
preparing  to  market  and  marketing  the  Publicly  Offered  Certificates  and
proposing to purchase and purchasing  the Publicly  Offered  Certificates  under
this  Underwriting  Agreement  will be  borne  and paid by the  Company  if this
Underwriting Agreement is terminated by the Company pursuant to Section 8 hereof
or by the  Underwriters  on account of the failure,  refusal or inability on the
part of the Company to perform all obligations and satisfy all conditions on the
part of the Company to be performed or satisfied hereunder;  and (c) the Company
will  pay the  cost of  preparing  the  certificates  for the  Publicly  Offered
Certificates.

     Except as otherwise  provided in this Section 9, the Underwriters  agree to
pay all of their expenses in connection with investigating,  preparing to market
and marketing the Publicly  Offered  Certificates  and proposing to purchase and
purchasing the Publicly Offered Certificates under this Underwriting  Agreement,
including  the fees and expenses of their counsel and any  advertising  expenses
incurred by it in making offers and sales of the Publicly Offered Certificates.

     10. Notices. All communications  hereunder will be in writing and effective
only on receipt,  and, if sent to PSI,  will be mailed,  delivered or telecopied
and  confirmed  to it at One New York  Plaza,  18th  Floor,  New York,  New York
10292-2015, attention: Peter Riemenschneider, fax number (212) 778-5099; if sent
to DMG, will be mailed,  delivered or telecopied  and confirmed to it at 31 West
52nd Street, New York, New York 10019,  attention:  General Counsel,  fax number
(212) 469-8172;  if sent to Llama,  will be mailed,  delivered or telecopied and
confirmed to it at One McIlroy Plaza, Suite 302,  Fayetteville,  Arkansas 72701,
attention:  Stephen D. Mansfield,  fax number (501) 444-4042; or, if sent to the
Company, will be mailed, delivered or telecopied and confirmed to it at 210 West
10th  Street,  6th  Floor,  Kansas  City,  Missouri  64105,  attention:  Alan L.
Atterbury, fax number (816) 435-2327.



NY1-473497
Underwriting Agreement

                           18

<PAGE>



     11. Successors.  This Underwriting  Agreement shall inure to the benefit of
and shall be binding  upon each  Underwriter,  the Company and their  respective
successors and legal representatives, and nothing expressed or mentioned in this
Underwriting  Agreement  is  intended  or shall be  construed  to give any other
person any legal or equitable right, remedy or claim under or in respect of this
Underwriting  Agreement,  or any provisions herein  contained;  the Underwriting
Agreement and all  conditions  and  provisions  hereof being  intended to be and
being for the sole and exclusive  benefit of such persons and for the benefit of
no other  person,  except that (i) the  representations  and  warranties  of the
Company contained in this  Underwriting  Agreement shall also be for the benefit
of any person or persons  who  controls or control  any  Underwriter  within the
meaning  of  Section  15 of the  1933  Act,  and  (ii)  the  indemnities  by the
Underwriters shall also be for the benefit of the directors of the Company,  the
officers  of the  Company who have  signed the  Registration  Statement  and any
person or persons who  controls  or control  the  Company  within the meaning of
Section 15 of the 1933 Act. No purchaser of the  Publicly  Offered  Certificates
from the Underwriters shall be deemed a successor because of such purchase.

     12.  Applicable  Law;  Counterparts.  This  Underwriting  Agreement will be
governed by and construed in  accordance  with the laws of the State of New York
(without regard to conflict of laws principles). This Underwriting Agreement may
be executed in any number of counterparts,  each of which shall for all purposes
be deemed to be an original and all of which shall  together  constitute but one
and the same instrument.

     13. Time of the Essence.  Time shall be of the
essence of this Underwriting Agreement.

       [Remainder of Page Intentionally Left Blank]



NY1-473497
Underwriting Agreement

                           19

<PAGE>



     If the foregoing is in accordance with your understanding,  please sign and
return six counterparts hereof.

                  Very truly yours,

                  MIDLAND REALTY ACCEPTANCE CORP.



                  By:  /s/ Clarence Krantz
                       Clarence Krantz
                       Executive Vice President


AGREED AND ACCEPTED AS OF THE
 DATE FIRST WRITTEN ABOVE


PRUDENTIAL SECURITIES
 INCORPORATED



By:  /s/ Stephanie Anzivino
     Stephanie Anzivino
     Vice President



DEUTSCHE MORGAN GRENFELL INC.



By:  /s/ Joel C. Horne
     Joel C. Horne
     Director


By:  /s/ Charlene S. Chai
     Charlene S. Chai
     Director




NY1-473497
Underwriting Agreement

                           S-1

<PAGE>




LLAMA COMPANY, L.P.



By:  /s/ Stephen D. Mansfield
     Stephen D. Mansfield
     Senior Vice President



NY1-473497
Underwriting Agreement

                           S-2

<PAGE>



THE TERMS OF THIS UNDERWRITING AGREEMENT, INCLUDING,
WITHOUT LIMITATION, THE TERMS OF SECTION 5 HEREOF, ARE
AGREED AND ACCEPTED AS OF THE DATE FIRST WRITTEN ABOVE


MIDLAND LOAN SERVICES, L.P.


By:  Midland Data Systems, Inc.,
its general partner


By:  /s/ Alan L. Atterbury
     Alan L. Atterbury
     President





NY1-473497
Underwriting Agreement

                           S-3


                                                                      EXECUTION
<PAGE>

             MIDLAND REALTY ACCEPTANCE CORP.,
                                    DEPOSITOR


                          MIDLAND LOAN SERVICES, L.P.,
                                    SERVICER


                          MIDLAND LOAN SERVICES, L.P.,
                                SPECIAL SERVICER

                             LASALLE NATIONAL BANK,
                                     TRUSTEE

                                       and

                               ABN AMRO BANK N.V.,
                                  FISCAL AGENT





              POOLING AND SERVICING AGREEMENT

                          Dated as of December 1, 1996




       Commercial Mortgage Pass-Through Certificates

                                 Series 1996-C2







<PAGE>



                                TABLE OF CONTENTS

                                                                            PAGE

                                    ARTICLE I

                                   DEFINITIONS
         SECTION 1.1.      Defined Terms................  3
         SECTION 1.2.      Certain Calculations......... 40
         SECTION 1.3.      Certain Constructions........ 41

                                   ARTICLE II

               CONVEYANCE OF MORTGAGE LOANS;
             ORIGINAL ISSUANCE OF CERTIFICATES

         SECTION 2.1.      Conveyance and Assignment
         of Mortgage Loans.............................. 41
         SECTION 2.2.      Acceptance by the
         Custodian and the Trustee...................... 46
         SECTION 2.3.      Representations and
         Warranties of the Depositor.................... 47
         SECTION 2.4.      Representations,
                           Warranties and Covenants
                           of the Servicer and the
                           Special Servicer............. 51
         SECTION 2.5.      Execution and Delivery of
                           Certificates; Issuance of
                           REMIC I Regular Interests.... 55
         SECTION 2.6.      Miscellaneous REMIC
                           Provisions................... 55
         SECTION 2.7.      Documents Not Delivered to
                           Custodian.................... 56

                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

         SECTION 3.1.      Servicer to Act as
                           Servicer; Special Servicer
                           to Act as Special
                           Servicer; Administration
                           of the Mortgage Loans........ 56
         SECTION 3.2.      Liability of the Servicer.... 59
         SECTION 3.3.      Collection of Certain
                           Mortgage Loan Payments....... 60
         SECTION 3.4.      Collection of Taxes,
                           Assessments and Similar
                           Items........................ 60
         SECTION 3.5.      Collection Account;
                           Distribution Account......... 62
         SECTION 3.6.      Permitted Withdrawals from
                           the Collection Account....... 63
         SECTION 3.7.      Investment of Funds in the
                           Collection Account, the
                           Distribution Account and
                           the Reserve Accounts......... 65
         SECTION 3.8.      Maintenance of Insurance
                           Policies and Errors and
                           Omissions and Fidelity
                           Coverage..................... 67
         SECTION 3.9.      Enforcement of Due-On-Sale
                           Clauses; Assumption
                           Agreements................... 70
         SECTION 3.10.          Realization Upon
                                Mortgage Loans.......... 72
         SECTION 3.11.          Trustee to Cooperate;
                                Release of Mortgage
                                Files................... 76


                                        i

<PAGE>



                                                                            PAGE

         SECTION 3.12.          Servicing
                                Compensation and
                                Trustee Fees............ 77
         SECTION 3.13.          Reports to the
                                Trustee; Collection
                                Account Statements...... 79
         SECTION 3.14.          Annual Statement as
                                to Compliance........... 80
         SECTION 3.15.          Annual Independent
                                Public Accountants'
                                Servicing Report........ 80
         SECTION 3.16.          Access to Certain
                                Documentation........... 81
         SECTION 3.17.          Title and Management
                                of REO Properties....... 81
         SECTION 3.18.          Sale of Specially
                                Serviced Mortgage
                                Loans and REO
                                Properties.............. 85
         SECTION 3.19.          Inspections............. 87
         SECTION 3.20.          Available Information
                                and Notices............. 87
         SECTION 3.21.          Reserve Accounts........ 89
         SECTION 3.22.          Property Advances....... 89
         SECTION 3.23.          Appointment of
                                Special Servicer........ 90
         SECTION 3.24.          Transfer of Servicing
                                Between Servicer and
                                Special Servicer;
                                Record Keeping.......... 91
         SECTION 3.25.          Adjustment of
                                Servicing
                                Compensation in
                                Respect of Prepayment
                                Interest Shortfalls..... 92
         SECTION 3.26.          Consulting
                                Certificateholder....... 93

                                   ARTICLE IV

            DISTRIBUTIONS TO CERTIFICATEHOLDERS

         SECTION 4.1.      Distributions................ 93
         SECTION 4.2.      Statements to Rating
                           Agencies and
                           Certificateholders;
                           Available Information;
                           Information Furnished to
                           Financial Market Publisher...114
         SECTION 4.3.      Compliance with
                           Withholding Requirements.....117
         SECTION 4.4.      REMIC Compliance.............118
         SECTION 4.5.      Imposition of Tax on the
                           Trust Fund...................120
         SECTION 4.6.      Remittances; P&I Advances....121

                                    ARTICLE V

                                THE CERTIFICATES

         SECTION 5.1.      The Certificates.............123
         SECTION 5.2.      Registration, Transfer and
                           Exchange of Certificates.....125
         SECTION 5.3.      Book-Entry Certificates......130
         SECTION 5.4.      Mutilated, Destroyed, Lost
                           or Stolen Certificates.......131
         SECTION 5.5.      Appointment of Paying Agent..131
         SECTION 5.6.      Access to
                           Certificateholders' Names
                           and Addresses................132


                                       ii

<PAGE>



                                                                            PAGE

         SECTION 5.7.      Actions of
                           Certificateholders...........132

                                   ARTICLE VI

   THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER

         SECTION 6.1.      Liability of the
                           Depositor, the Servicer
                           and the Special Servicer.....133
         SECTION 6.2.      Merger or Consolidation of
                           the Servicer and Special
                           Servicer.....................133
         SECTION 6.3.      Limitation on Liability
                           of the Depositor, the
                           Servicer and Others..........134
         SECTION 6.4.      Limitation on Resignation
                           of the Servicer and of the
                           Special Servicer.............135
         SECTION 6.5.      Rights of the Depositor
                           and the Trustee in Respect
                           of the Servicer and the
                           Special Servicer.............135

                                   ARTICLE VII

                                     DEFAULT

         SECTION 7.1.      Events of Default............136
         SECTION 7.2.      Trustee to Act;
                           Appointment of Successor.....138
         SECTION 7.3.      Notification to
                           Certificateholders...........140
         SECTION 7.4.      Other Remedies of Trustee....140
         SECTION 7.5.      Waiver of Past Events of
                           Default; Termination.........140

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

         SECTION 8.1.      Duties of Trustee............141
         SECTION 8.2.      Certain Matters Affecting
                           the Trustee..................143
         SECTION 8.3.      Trustee Not Liable for
                           Certificates or Mortgage
                           Loans........................145
         SECTION 8.4.      Trustee May Own
                           Certificates.................146
         SECTION 8.5.      Payment of Trustee's Fees
                           and Expenses;
                           Indemnification..............147
         SECTION 8.6.      Eligibility Requirements
                           for Trustee..................148
         SECTION 8.7.      Resignation and Removal of
                           the Trustee..................149
         SECTION 8.8.      Successor Trustee............150
         SECTION 8.9.      Merger or Consolidation of
                           Trustee......................151
         SECTION 8.10.          Appointment of
                                Co-Trustee or
                                Separate Trustee........151
         SECTION 8.11.          Authenticating Agent....152


                                       iii

<PAGE>



         SECTION 8.12.          Appointment of
                                Custodians..............153
         SECTION 8.13.          Fiscal Agent
                                Appointed; Concerning
                                the Fiscal Agent........153

                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.1.      Termination..................154
         SECTION 9.2.      Additional Termination
                           Requirements.................159

                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1.          Counterparts............160
         SECTION 10.2.          Limitation on Rights
                                of Certificateholders...160
         SECTION 10.3.          Governing Law...........161
         SECTION 10.4.          Notices.................161
         SECTION 10.5.          Severability of
                                Provisions..............164
         SECTION 10.6.          Notice to the
                                Depositor and Each
                                Rating Agency...........164
         SECTION 10.7.          Amendment...............165
         SECTION 10.8.          Confirmation of Intent..167



                                       iv

<PAGE>



                                    EXHIBITS

Exhibit A-1       Form of Class A-1 Certificate
Exhibit A-2       Form of Class A-2 Certificate
Exhibit A-3       Form of Class A-EC Certificate
Exhibit A-4       Form of Class B Certificate
Exhibit A-5       Form of Class C Certificate
Exhibit A-6       Form of Class D Certificate
Exhibit A-7       Form of Class E Certificate
Exhibit A-8       Form of Class F Certificate
Exhibit A-9       Form of Class G Certificate
Exhibit A-10           Form of Class H Certificate
Exhibit A-11           Form of Class J Certificate
Exhibit A-12           Form of Class K Certificate
Exhibit A-13           Form of Class L-1 Certificate
Exhibit A-14           Form of Class L-2 Certificate
Exhibit A-15           Form of Class R-I Certificate
Exhibit A-16           Form of Class R-II Certificate
Exhibit B     Mortgage Loan Schedule
Exhibit C-1       Form of Transferee Affidavit
Exhibit C-2       Form of Transferor Letter
Exhibit D-1       Form of Investment Representation Letter
Exhibit D-2       Form of ERISA Representation Letter
Exhibit E     Form of Request for Release
Exhibit F     Form of Custodial Agreement
Exhibit G         Form of MCFC Mortgage Loan Purchase and
                  Sale Agreement
Exhibit H         Form of BCMC Mortgage Loan Purchase and
                  Sale Agreement
Exhibit I         Form of BCMC/MCFC Mortgage Loan
                           Purchase and Sale Agreement
             Exhibit J Form of GACC Mortgage Loan Purchase and Sale
              Agreement
Exhibit K     Privately Placed Securities Legend




                                        v

<PAGE>




         Pooling  and  Servicing  Agreement,  dated as of December 1, 1996 among
Midland Realty Acceptance Corp., as Depositor,  Midland Loan Services,  L.P., as
Servicer and Special Servicer,  LaSalle National Bank, as Trustee and Custodian,
and ABN AMRO Bank N.V., as Fiscal Agent of the Trustee.

                             PRELIMINARY STATEMENT:

(Terms  used  but not  defined  in this  Preliminary  Statement  shall  have the
meanings specified in Article I)

         The Depositor  intends to sell  pass-through  certificates to be issued
hereunder in multiple  classes which in the  aggregate  will evidence the entire
beneficial  ownership  interest in the Trust Fund  consisting  primarily  of the
Mortgage Loans. As provided  herein,  the Trustee will elect that the Trust Fund
be treated for federal income tax purposes as two separate real estate  mortgage
investment conduits (each a "REMIC" or, in the alternative, "REMIC I" and "REMIC
II,"  respectively).  The Class A-1,  Class A-2,  Class A-EC,  Class B, Class C,
Class D,  Class E,  Class F,  Class G,  Class H, Class J, Class K, Class L-1 and
Class  L-2  Certificates  constitute  "regular  interests"  in  REMIC II and the
Classes R-II Certificates are the sole class of "residual interests" in REMIC II
for purposes of the REMIC  Provisions.  The Class R-I  Certificates are the sole
class of "residual  interest"  in REMIC I for purposes of the REMIC  Provisions.
There are also eleven classes of uncertificated REMIC I Regular Interests issued
under this Agreement (the Class A-L-1,  Class A-L-2, Class B-L, Class C-L, Class
D-L,  Class E-L, Class F-L, Class G-L, Class H-L, Class J-L, Class K-L and Class
L-L Interests), each of which will constitute a regular interest in REMIC I. All
such REMIC I Regular  Interests  will be held by the  Trustee as assets of REMIC
II.

         The following table sets forth the  designation  and aggregate  initial
Certificate  Balance  (or,  with  respect  to  the  Class  A-EC  and  Class  L-2
Certificates,  the Class  A-EC  Notional  Balance  and the  Class  L-2  Notional
Balance,  respectively) for each Class of Certificates  comprising  interests in
REMIC II.

                       Certificate Balance
      Class            or Notional Balance

      Class A-1         $145,744,000.00
      Class A-2         $210,167,000.00
      Class A-EC        $512,101,998.44   (1)
      Class B           $ 30,727,000.00
      Class C           $ 28,166,000.00
      Class D           $ 23,045,000.00
      Class E           $  7,682,000.00
      Class F           $ 15,364,000.00  
      Class G           $ 12,803,000.00 
      Class H           $  5,122,000.00 
      Class J           $ 12,803,000.00 
      Class K           $  7,682,000.00
      Class L-1         $ 12,796,998.44 
      Class L-2         $ 12,796,998.44   (1)


(1)      The Class  A-EC and  Class  L-2  Certificates  are not  denominated  in
         Certificate   Balance  and  accordingly  will  not  receive   principal
         distributions.  The  Class  A-EC and  Class  L-2  Certificates  have an
         initial Class A-EC  Notional  Balance and an initial Class L-2 Notional
         Balance, respectively, in the amounts shown in the above table.

         The initial Certificate Balance of each of the Class R-I and Class R-II
Certificates will be zero. The Certificate  Balance of any Class of Certificates
outstanding at any time  represents the maximum amount which holders thereof are
entitled to receive as  distributions  allocable to principal from the cash flow
on the Mortgage Loans and the other assets in the Trust Fund.

         As of the Cut-off Date, the Mortgage Loans have an aggregate  Scheduled
Principal Balance equal to approximately $512,101,998.44.

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




                           1

<PAGE>



                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.1.      Defined Terms.

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

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

         "Advance Interest  Amount":  The sum for all Mortgage Loans as to which
any Advance remains  unreimbursed of interest at the related Advance Rate on the
amount of any P&I  Advances and Property  Advances for which the  Servicer,  the
Trustee or the Fiscal Agent, as applicable,  has not been paid or reimbursed for
the number of days from the date on which such  Advance was made or, if interest
has been  previously  paid on such Advance,  from the date on which interest was
last paid,  through the date of payment or  reimbursement of the related Advance
(which in no event shall be later than the Determination Date following the date
on which funds are available to reimburse such Advance with interest  thereon at
the Advance Rate).

         "Advance  Rate": A per annum rate equal to the Prime Rate (as published
in The  Wall  Street  Journal,  or,  if The Wall  Street  Journal  is no  longer
published, The New York Times, from time to time).

         "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.  The Trustee may obtain
and rely on an Officer's  Certificate of the Servicer,  the Special  Servicer or
the Depositor to determine whether any Person is an Affiliate of such party.

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

         "Anticipated Loss":  As defined in Section
4.6(c).

         "Anticipated   Loss   Subordination   Amount":   With  respect  to  any
Distribution  Date and any  Seriously  Delinquent  Mortgage  Loan for  which the
Servicer has made a reduced P&I Advance for such  Distribution  Date as a result
of an  Anticipated  Loss, an amount equal to the product of (i) the  Anticipated
Loss for such Seriously  Delinquent Loan and (ii) the excess of the Net Mortgage
Rate for such Mortgage Loan over the Weighted  Average  Pass-Through  Rate as of
the first day of the related Interest Accrual Period.



                           2

<PAGE>



         "Anticipated Termination Date": Any Distribution
Date on which it is anticipated that the Trust Fund will
be terminated pursuant to Section 9.1(c), Section
9.1(d) or Section 9.1(e).

         "Applicable Monthly Payment":  As defined in
Section 4.6(a).

         "Applicant":  As defined in Section 5.6(a).

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

         "Assignment of Mortgage":  An assignment of mortgage without  recourse,
notice of  transfer or  equivalent  instrument,  in  recordable  form,  which is
sufficient  under the laws of the  jurisdiction  in which the related  Mortgaged
Property is located to reflect of record the sale of the related Mortgage, which
assignment,  notice of transfer or equivalent  instrument  may be in the form of
one  or  more  blanket  assignments  covering  Mortgages  encumbering  Mortgaged
Properties located in the same jurisdiction,  if permitted by law and acceptable
for recording;  provided,  however,  that none of the Trustee, the Fiscal Agent,
the Custodian,  the Special  Servicer or the Servicer  shall be responsible  for
determining whether any assignment is legally sufficient or in recordable form.

         "Assumed Scheduled Payment": An amount deemed due in respect of (i) any
Mortgage Loan that is delinquent in respect of its Balloon  Payment and (ii) any
REO Mortgage Loan,  which shall be equal to the Monthly  Payment that would have
been due on the Mortgage Loan in  accordance  with the terms of the related Note
if (a) the  maturity  date for such  Mortgage  Loan  had not  occurred,  (b) the
related  Mortgaged  Property had not become an REO Property,  such Mortgage Loan
was still  outstanding and no acceleration of the Mortgage Loan had occurred and
(c) in the case of any Mortgage Loan that provided for amortization of principal
prior  to its  maturity  date,  principal  continued  to  amortize  on the  same
amortization schedule.

         "Assumption  Fees":  Any fees  collected by the Servicer or the Special
Servicer in connection  with an assumption or modification of a Mortgage Loan or
substitution  of a  Borrower  thereunder  permitted  to be  executed  under  the
provisions of Section 3.1, Section 3.9 or Section 3.10.

         "Auction  Agent":  An  Independent  financial  advisory  or  investment
banking or investment brokerage firm nationally  recognized in the field of real
estate  financial  analysis  and  auction  procedures  appointed  by the Trustee
pursuant to Section 9.1(d)(i).

         "Auction Fees":  As defined in Section
9.1(d)(v).

         "Auction Procedures":  As defined in Section
9.1(d)(vi).


                           3

<PAGE>




         "Auction  Proceeds  Distribution  Date":  The third  Distribution  Date
following an Auction Valuation Date, or such later  Distribution Date determined
by the Auction Agent,  but, in either event, no later than the Distribution Date
which  immediately  precedes  the date  which is 90 days  following  the date of
adoption of the plan of complete liquidation under Section 9.1(b).

         "Auction  Valuation Date":  Each of (i) the Distribution Date occurring
in March of each year from and including  March 2008,  and (ii) any Business Day
after  the  Distribution  Date  occurring  in March  2008 on which  the  Trustee
receives an unsolicited  bona fide offer to purchase all (but not less than all)
of the Mortgage Loans.

         "Authenticating Agent":  Any authenticating agent
appointed by the Trustee pursuant to Section 8.11.

         "Balloon  Payment":  With respect to each Mortgage  Loan, the scheduled
payment of principal and interest due on the Maturity Date of such Mortgage Loan
which,  pursuant to the related Note, is equal to the entire remaining principal
balance of such Mortgage Loan, plus accrued interest thereon.

         "Base Interest Fraction":  With respect to any Principal  Prepayment on
any  Mortgage   Loan  and  with  respect  to  any  Class  of  Publicly   Offered
Certificates,  a fraction (A) the  numerator of which is the greater of (x) zero
and (y) the difference  between the Pass-Through  Rate on such Class of Publicly
Offered  Certificates  and the  discount  rate  used in  calculating  the  Yield
Maintenance  Charge  with  respect  to  such  Principal  Prepayment  and (B) the
denominator of which is the difference between the related Mortgage Rate and the
discount rate used in calculating the Yield  Maintenance  Charge with respect to
such Principal Prepayment;  provided, however, that under no circumstances shall
the Base Interest Fraction be greater than one; provided,  further,  that if the
discount rate used in calculating the Yield  Maintenance  Charge with respect to
any Principal  Prepayment is greater than the related  Mortgage  Rate,  then the
Base Interest Fraction shall equal zero.

         "BCMC":  Boston Capital Mortgage Company,
Limited Partnership, a Massachusetts limited partnership.

         "BCMC Loans":  Each of the Mortgage Loans  transferred  and assigned by
BCMC to the  Depositor  pursuant to the BCMC  Mortgage  Loan  Purchase  and Sale
Agreement.

         "BCMC  Mortgage  Loan Purchase and Sale  Agreement":  The Mortgage Loan
Purchase and Sale  Agreement,  dated as of the Closing Date, by and between BCMC
and MCFC, substantially in the form attached hereto as Exhibit H.

         "BCMC/MCFC  Mortgage  Loan Purchase and Sale  Agreement":  The Mortgage
Loan Purchase and Sale  Agreement,  dated as of the Closing Date, by and between
MCFC and the Depositor, substantially in the form attached hereto as Exhibit I.



                           4

<PAGE>



         "Borrower":  With respect to each Mortgage Loan,
any obligor on any related Note.

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

         "Business Day":  Any day other than a
Saturday, a Sunday or a day on which banking institutions
in the States of New York, Illinois or Missouri are
authorized or obligated by law, executive order or
governmental decree to be closed.

         "Cash  Deposit":  An amount equal to all cash payments of principal and
interest  received by the Mortgage Loan Seller in respect of the Mortgage  Loans
prior to or on the  Closing  Date which are due after the  Cut-off  Date,  which
amount is to be deposited with the Servicer by the Depositor pursuant to Section
2.1.

         "Certificate":  Any Class A-1, Class A-2, Class A-EC, Class B, Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L-1,  Class
L-2, Class R-I or Class R-II  Certificate  issued,  authenticated  and delivered
hereunder.

         "Certificate   Balance":   With   respect   to  any  Class  of  Regular
Certificates  (other than the Class A-EC and Class L-2  Certificates)  (a) on or
prior to the first  Distribution  Date, an amount equal to the aggregate initial
Certificate  Balance of such Class,  as specified in the  Preliminary  Statement
hereto,  and (b) as of any date of  determination  after the first  Distribution
Date, the Certificate  Balance of such Class of Certificates on the Distribution
Date immediately prior to such date of  determination,  after application of the
distributions and Realized Losses made thereon on such prior  Distribution Date;
and with respect to any REMIC I Regular  Interest,  (a) on or prior to the first
Distribution  Date,  an amount equal to the  Certificate  Balance of the Related
Certificates,  and  (b)  as  of  any  date  of  determination  after  the  first
Distribution  Date, the Certificate  Balance of such REMIC I Regular Interest on
the Distribution  Date immediately  prior to such date of  determination,  after
application of  distributions  in respect of principal and Realized  Losses made
thereon  on  such  prior  Distribution  Date.  The  Class  A-EC  and  Class  L-2
Certificates have no Certificate Balances.

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

         "Certificate Register" and "Certificate
Registrar":  The register maintained and the registrar
appointed pursuant to Section 5.2(a).

         "Certificateholder":   A  Person  whose  name  is   registered  in  the
Certificate   Register;   provided,   however,  that  any  Certificate  held  or
beneficially  owned by the Depositor,  the Servicer,  the Special Servicer,  the
Trustee, a Manager or a Borrower or any Person known to a Responsible Officer of
the Certificate  Registrar to be an Affiliate of any thereof shall be deemed not
to be  outstanding  and the Voting  Rights to which it is entitled  shall not be
taken into


                           5

<PAGE>



account  in  determining  whether  the  requisite  percentage  of Voting  Rights
necessary to effect any consent,  approval or waiver which specifically  relates
to such Person has been obtained (unless such consent,  approval or waiver is to
an action  which would  materially  and  adversely  affect the  interests of the
Certificateholders  of any  Class,  while  any  such  Person  is the  holder  of
Certificates aggregating not less than 66-2/3% of the Percentage Interest of any
such Class).  All references herein to "Holders" or  "Certificateholders"  shall
reflect the rights of Certificate  Owners as they may  indirectly  exercise such
rights  through  the  Securities   Depository  and  the  Securities   Depository
Participants, except as otherwise specified herein.

         "Class":  With respect to Certificates or REMIC
I Regular Interests, all of the Certificates or REMIC I
Regular Interests bearing the same alphabetical and
numerical class designation.

         "Class A-1 Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-1 hereto.

         "Class A-1 Pass-Through Rate":  A per annum
rate equal to 7.020%.

         "Class A-2 Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-2 hereto.

         "Class A-2 Pass-Through Rate":  A per annum
rate equal to 7.233%.

         "Class A-EC Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-3 hereto.

         "Class A-EC Notional Balance":  As of
any date of determination, an amount equal to the
aggregate Certificate Balance of the Regular Certificates
(other than the Class A-EC and Class L-2 Certificates).

         "Class A-EC  Pass-Through  Rate":  With respect to any Interest Accrual
Period,  a per annum  rate  equal to the  excess  of the  Weighted  Average  Net
Mortgage Rate over the Weighted Average Pass-Through Rate.

         "Class A-EC Subordinated Advance Amount":
With respect to any Distribution Date, an amount equal to
the sum of the Anticipated Loss Subordination Amounts for
such Distribution Date.

         "Class A-L-1 Interest":  A regular interest in
REMIC I entitled to monthly distributions payable thereto
pursuant to Section 4.1.

         "Class A-L-2 Interest":  A regular interest in
REMIC I entitled to monthly distributions payable thereto
pursuant to Section 4.1.


                           6

<PAGE>




         "Class B Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-4 hereto.

         "Class B Pass-Through Rate":  A per annum rate
equal to 7.342%.

         "Class B-L Interest":  A regular interest in
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.

         "Class C Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-5 hereto.

         "Class C Pass-Through Rate":  A per annum rate
equal to 7.441%.

         "Class C-L Interest":  A regular interest in
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.

         "Class D Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-6 hereto.

         "Class D Pass-Through Rate":  A per annum rate
equal to 7.636%.

         "Class D-L Interest":  A regular interest in
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.

         "Class E Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-7 hereto.

         "Class E Pass-Through Rate":  A per annum rate
equal to 8.029%.

         "Class E-L Interest":  A regular interest in
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.

         "Class F Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-8 hereto.

         "Class F Pass-Through Rate":  A per annum rate
equal to 7.233%.

         "Class F-L Interest":  A regular interest in the
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.



                           7

<PAGE>



         "Class G Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-9 hereto.

         "Class G Pass-Through Rate":  A per annum rate
equal to 7.233%.

         "Class G-L Interest":  A regular interest in
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.

         "Class H Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-10 hereto.

         "Class H Pass-Through Rate":  A per annum rate
equal to 7.233%.

         "Class H-L Interest":  A regular interest in
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.

         "Class J Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-11 hereto.

         "Class J Pass-Through Rate":  A per annum rate
equal to 7.233%.

         "Class J-L Interest":  A regular interest in
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.

         "Class K Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-12 hereto.

         "Class K Pass-Through Rate":  A per annum rate
equal to 7.233%.

         "Class K-L Interest":  A regular interest in
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.

         "Class L-1 Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-13 hereto.

         "Class L-2 Certificate":  Any one of the
Certificates executed and authenticated by the Trustee or
the Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-14 hereto.

         "Class L-2 Notional Balance":  As of any
date of determination, an amount equal to the Certificate
Principal Balance of the Class L-1 Certificates.


                           8

<PAGE>




         "Class L-2 Pass-Through Rate":  A per annum
rate equal to 7.233%.

         "Class L-L Interest":  A regular interest in
REMIC I entitled to the monthly distributions payable
thereto pursuant to Section 4.1.

         "Class Interest  Distribution Amount": With respect to any Distribution
Date  and  any  Class  of  Regular   Certificates  (other  than  the  Class  L-1
Certificates),   interest  for  the  related  Interest  Accrual  Period  at  the
applicable  Pass-Through  Rate for such Class of Certificates  and such Interest
Accrual  Period on the  Certificate  Balance or Notional  Balance of such Class.
With respect to the Class L-1  Certificates,  zero.  For purposes of determining
any Class  Interest  Distribution  Amount,  any  distributions  in  reduction of
Certificate  Balance,  any reductions of Certificate  Balance (and any resulting
reductions in Notional Balance) as a result of allocations of Realized Losses on
the Distribution  Date occurring in such Interest Accrual Period shall be deemed
to  have  been  made  as of the  first  day of  such  Interest  Accrual  Period.
Notwithstanding the foregoing,  the Class Interest  Distribution Amount for each
Class of Certificates  otherwise  calculated as described above shall be reduced
by such Class' pro rata share of any Uncovered Prepayment Interest Shortfall for
such  Distribution  Date (pro rata according to each  respective  Class Interest
Distribution Amount determined without regard to this sentence).

         "Class Interest  Shortfall":  On any Distribution Date for any Class of
Certificates,  the excess, if any, of the Class Interest Distribution Amount for
such Class over the amount of interest  actually  distributed in respect of such
Class Interest  Distribution Amount to the Holders of such Certificates pursuant
to Section 4.1(b) on such Distribution Date.

         "Class R-I Certificate":  Any Certificate
executed and authenticated by the Trustee or the
Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-15 hereto.
The Class R-I Certificates have no Pass-Through Rate or
Certificate Balance.

         "Class R-II Certificate":  Any Certificate
executed and authenticated by the Trustee or the
Authenticating Agent on behalf of the Depositor in
substantially the form set forth in Exhibit A-16 hereto.
The Class R-II Certificates have no Pass-Through Rate or
Certificate Balance.

         "Class R-II  Distribution  Amount":  With  respect to any  Distribution
Date,  the  excess,  if any, of the  aggregate  of all deemed  distributions  in
respect of the REMIC I Regular  Interests on such  Distribution Date pursuant to
Section 4.1(a),  over the aggregate of all distributions  made in respect of the
Regular  Certificates on such  Distribution Date pursuant to Sections 4.1(b) and
4.1(c).

         "Closing Date":  December 23, 1996.

         "Code":  The Internal Revenue Code of 1986, as
amended from time to time, any successor statute thereto,
and any temporary or final regulations of the United
States Department of the Treasury promulgated pursuant
thereto.


                           9

<PAGE>




         "Collection  Account":  The segregated  account or accounts created and
maintained by the Servicer  pursuant to Section 3.5(a),  which shall be entitled
"LaSalle  National  Bank,  as Trustee,  in trust for  Holders of Midland  Realty
Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-C2,
Collection Account" and which shall be an Eligible Account.

         "Collection  Period":  With  respect to any  Distribution  Date and any
Mortgage Loan, the period beginning on the first day following the Determination
Date in the month  preceding  the month in which such  Distribution  Date occurs
(or, in the case of the Distribution  Date occurring in January 1997, on the day
after the  Cut-off  Date) and ending on the  Determination  Date in the month in
which such Distribution Date occurs.

         "Commission":  The Securities and Exchange
Commission of the United States of America.

         "Condemnation Proceeds":  Any amount (other than
Insurance Proceeds) received in connection with the taking
of a Mortgaged Property by exercise of the power of
eminent domain or condemnation.

         "Consulting Certificateholder":  As defined in
Section 3.26.

         "Corrected  Mortgage  Loan":  Any  Mortgage  Loan  which is no longer a
Specially Serviced Mortgage Loan pursuant to the first proviso to the definition
of the term "Specially  Serviced Mortgage Loan" as a result of the curing of any
event  of  default  under  such  Specially  Serviced  Mortgage  Loan  through  a
modification, restructuring or workout entered into by the Special Servicer.

         "Corporate Trust Office":  The principal office
of the Trustee located at 135 S. LaSalle Street, Suite
1740, Chicago, Illinois 60603, Attention:
Asset-Backed Securities Trust Services Dept.-MRAC
1996-C2, or the principal trust office of any successor
trustee qualified and appointed pursuant to Section 8.8.

         "Custodial Agreement":  The Custodial Agreement, if any, in effect from
time to time between the Custodian named therein,  the Servicer and the Trustee,
substantially  in the form of  Exhibit F hereto,  as the same may be  amended or
modified from time to time in accordance with the terms thereof.

         "Custodian":  Any  Custodian  appointed  pursuant to Section  8.12 and,
unless the Trustee is Custodian,  named pursuant to any Custodial Agreement. The
Custodian  may (but need not) be the Trustee or the Servicer or any Affiliate of
the Trustee or the  Servicer,  but may not be the  Depositor or any Affiliate of
the Depositor.

         "Cut-off Date":  December 1, 1996; provided,  however that with respect
to the Newly Originated  Mortgage Loans, the Cut-off Date shall be the date upon
which each such Mortgage Loan was funded.


                           10

<PAGE>



         "Default Interest":  With respect to any Mortgage
Loan, interest accrued on such Mortgage Loan at the excess
of the Default Rate over the Mortgage Rate.

         "Default Rate":  With respect to each Mortgage Loan, the annual rate at
which  interest  accrues on such Mortgage Loan following any event of default on
such Mortgage Loan, including a default in the payment of a Monthly Payment or a
Balloon Payment, as such rate is set forth in the Mortgage Loan Schedule.

         "Deficient Auction Bid":  As defined in
Section 9.1(d)(iii).

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

         "Depositor": Midland Realty Acceptance Corp., a
Missouri corporation and its successors and assigns.

         "Determination Date":  The 17th day of any
month, or if such 17th day is not a Business Day,
the Business Day immediately preceding such 17th day,
commencing on January 17, 1997.

         "Directly Operate": With respect to any REO Property, the furnishing or
rendering of services to the tenants thereof that are not  customarily  provided
to tenants in connection  with the rental of space for occupancy only within the
meaning of Treasury  Regulations  Section  1.512(h)-1(c)(5),  the  management or
operation of such REO Property,  the holding of such REO Property  primarily for
sale to  customers  or any use of  such  REO  Property  in a trade  or  business
conducted  by the Trust  Fund  other than  through  an  Independent  Contractor;
provided, however, that the Special Servicer, on behalf of the Trust Fund, shall
not be considered to Directly Operate an REO Property solely because the Special
Servicer,  on  behalf of the  Trust  Fund,  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.

         "Disposition Fee": With respect to any Specially Serviced Mortgage Loan
or REO Property which is sold or transferred or otherwise  liquidated (except in
connection with a repurchase  under Section 2.3), an amount equal to the product
of (I) the excess,  if any of (a) the  Liquidation  Proceeds  of such  Specially
Serviced  Mortgage  Loan or REO Property  over (b) any broker's  commission  and
related brokerage  referral fees, and (II) (a) 1.5%, if such sale or liquidation
occurs prior to 12 months  following the date on which the related Mortgage Loan
initially became a Specially  Serviced  Mortgage Loan, or (b) 1.0%, if such sale
or liquidation occurs upon or after the expiration of such 12-month period.

         "Disqualified  Non-U.S.  Person":  With respect to a Class R-I or Class
R-II Certificate, any Non-U.S. Person or agent thereof other than (i) a Non-U.S.
Person that holds the Class R-I or Class R-II Certificate in connection with the
conduct of a trade or business  within the United  States and has  furnished the
transferor and the Certificate Registrar with an effective IRS Form 4224 or (ii)
a Non-U.S.  Person that has delivered to both the transferor and the Certificate
Registrar an Opinion of Counsel to the effect that the transfer of the Class R-I


                           11

<PAGE>



or Class R-II  Certificate to it is in accordance  with the  requirements of the
Code and the  regulations  promulgated  thereunder and that such transfer of the
Class R-I or Class R-II  Certificate  will not be disregarded for federal income
tax purposes.

         "Disqualified  Organization":  Either (a) the United States, a State or
any political  subdivision  thereof, any possession of the United States, or any
agency or instrumentality of any of the foregoing (other than an instrumentality
that is a corporation if all of its activities are subject to tax and a majority
of its board of directors is not selected by any such governmental  unit), (b) a
foreign government,  International  Organization or agency or instrumentality of
either of the foregoing,  (c) an organization that is exempt from tax imposed by
Chapter  1 of the  Code  (including  the  tax  imposed  by Code  Section  511 on
unrelated  business taxable income) on any excess inclusions (as defined in Code
Section  860E(c)(1))  with  respect to the Class R-I or Class R-II  Certificates
(except certain farmers' cooperatives  described in Code Section 521), (d) rural
electric and telephone cooperatives described in Code Section 1381(a)(2), or (e)
any other  Person so  designated  by the  Certificate  Registrar  based  upon an
Opinion  of Counsel to the effect  that any  Transfer  to such  Person may cause
REMIC  I or  REMIC  II to fail  to  qualify  as a REMIC  at any  time  that  the
Certificates   are   outstanding.   The  terms  "United   States,"  "State"  and
"International  Organization"  shall have the meanings set forth in Code Section
7701 or successor provisions.

         "Distribution  Account": The segregated account or accounts created and
maintained as a separate  trust  account or accounts by the Trustee  pursuant to
Section 3.5(b),  which shall be entitled "LaSalle National Bank, as Trustee,  in
trust for  Holders  of  Midland  Realty  Acceptance  Corp.  Commercial  Mortgage
Pass-Through Certificates, Series 1996-C2, Distribution Account" and which shall
be an Eligible Account.

         "Distribution Date":  The 25th day of any
month, or if such 25th day is not a Business Day,
the Business Day immediately following such 25th day,
commencing on January 25, 1997.

         "DMG":  Deutsche Morgan Grenfell Inc.

         "Due Date":  With  respect to any  Collection  Period and any  Mortgage
Loan,  the  date on  which  scheduled  payments  are due on such  Mortgage  Loan
(without  regard to grace  periods),  such date being for all Mortgage Loans the
first day of each month.

         "Early  Termination  Notice  Date":  Any date as of which the aggregate
Scheduled Principal Balance of the Mortgage Loans remaining in the Trust Fund is
less than 10% of the aggregate Scheduled Principal Balance of the Mortgage Loans
as of the Cut-off Date.

         "Eligible  Account":  Either  (i)  a  segregated  account  or  accounts
maintained with a federally or state-chartered  depository  institution or trust
company, (a) the short term senior unsecured debt obligations of which are rated
at least "F1+" by Fitch or the long term senior  unsecured  debt  obligations of
which are rated at least "AA" by Fitch and (b) the short term  senior  unsecured
debt  obligations  of which are rated at least "P1" by Moody's and the long term
senior unsecured debt obligations of which are rated at least "A2" by Moody's or
(ii) a


                           12

<PAGE>



segregated   trust   account  or  accounts   maintained   with  a  federally  or
state-chartered  depository institution or trust company acting in its fiduciary
capacity,  having,  in either case,  a combined  capital and surplus of at least
$50,000,000  and  subject  to  supervision  or  examination  by federal or state
authority  and  subject  to  regulations  regarding  fiduciary  funds on deposit
substantially similar to 12 C.F.R. 9.10(b), or otherwise confirmed in writing by
each of the Rating Agencies that the  maintenance of such account,  which may be
an account  maintained  with the Trustee or the  Servicer,  shall not, in and of
itself, result in a downgrading,  withdrawal or qualification of the rating then
assigned by such Rating Agency to any Class of Certificates.  Eligible  Accounts
may bear interest.

         "Eligible  Investor":  (i) A  Qualified  Institutional  Buyer  that  is
purchasing  Privately Placed Certificates for its own account or for the account
of a Qualified  Institutional Buyer to whom notice is given that the offer, sale
or transfer is being made in  reliance on Rule 144A  promulgated  under the 1933
Act or (ii) with  respect to Privately  Placed  Certificates,  an  Institutional
Accredited Investor.

         "Environmental  Report":  With respect to each Mortgaged Property,  the
environmental  audit report or reports  delivered to the Mortgage Loan Seller in
connection with the purchase of the related Mortgage Loan from the Originator of
such Mortgage Loan.

         "ERISA":  The Employee Retirement Income Security
Act of 1974, as it may be amended from time to time.

         "Escrow Account":  As defined in Section
3.4(b).

         "Escrow Payment":  Any payment made by any Borrower to the Servicer for
the  account of such  Borrower  for  application  toward  the  payment of taxes,
insurance  premiums,  assessments  and  similar  items in respect of the related
Mortgaged Property and the payment of the Financial and Lease Reporting Fee.

         "Event of Default":  As defined in Section 7.1.

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

         "FHA":  The Federal Housing Administration.

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

         "Final Recovery Determination":  With respect to any REO Mortgage Loan,
Specially  Serviced  Mortgage Loan or Mortgage Loan subject to repurchase by the
Mortgage Loan Seller  pursuant to Section 2.3(d) or 2.3(e),  the recovery of all
Insurance Proceeds,  Condemnation  Proceeds,  Liquidation Proceeds,  the related
Repurchase  Price and other  payments or recoveries  (including  proceeds of the
final sale of any related REO Property)  which the Servicer,  in its  reasonable
judgment as evidenced by a certificate of a Servicing  Officer  delivered to the
Trustee and the Custodian, expects to be finally recoverable. The Servicer shall
maintain


                           13

<PAGE>



records,  prepared by a Servicing Officer, of each Final Recovery  Determination
until the earlier of (i) its termination as Servicer  hereunder and the transfer
of such  records  to a  successor  servicer  and (ii) five years  following  the
termination of the Trust Fund.

         "Financial and Lease  Reporting  Fee": Any payment made by any Borrower
under the related  Note as a deposit to ensure that such  Borrower  furnishes to
the mortgagee the required  financial and leasing  information on a timely basis
during the term of the related Mortgage Loan.

         "Financial Market Publisher":  Bloomberg
Financial Service.

         "Fiscal Agent":  ABN AMRO Bank N.V.,
in its capacity as fiscal agent of the Trustee, or its
successor in interest, or any successor fiscal agent
appointed as herein provided.

         "Fitch":  Fitch Investors Service, L.P.

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

         "GACC":  German American Capital Corporation,
a Maryland corporation.

         "GACC Loans":  The Mortgage Loans  transferred  and assigned by GACC to
the Depositor pursuant to the GACC Mortgage Loan Purchase and Sale Agreement.

         "GACC  Mortgage  Loan Purchase and Sale  Agreement":  The Mortgage Loan
Purchase  and Sale  Agreement,  dated as of the Closing  Date,  by and among the
Depositor and GACC, substantially in the form attached hereto as Exhibit J.

         "Hazardous  Materials":  Any dangerous,  toxic or hazardous pollutants,
chemicals,  wastes,  or  substances,  including,  without  limitation,  those so
identified pursuant to the Comprehensive  Environmental  Response,  Compensation
and Liability  Act, 42 U.S.C.  Section 9601 et seq., or any other  environmental
laws now existing, and specifically including, without limitation,  asbestos and
asbestos-containing  materials,  polychlorinated biphenyls, radon gas, petroleum
and petroleum products, urea formaldehyde and any substances classified as being
"in inventory",  "usable work in process" or similar classification which would,
if classified as unusable, be included in the foregoing definition.

         "Holder":  With respect to any Certificate, a
Certificateholder; with respect to any REMIC I Regular
Interest, the Trustee.

         "Indemnified Party":  As defined in Section
8.5(c).

         "Independent":  When used with  respect to any  specified  Person,  any
other  Person  who (i)  does  not have any  direct  financial  interest,  or any
material indirect financial interest, in any of the Manager, the Depositor,  the
Servicer,  the Special Servicer, any Borrower or any Affiliate thereof, and (ii)
is not connected with any such specified Person as an officer,


                           14

<PAGE>



employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions.

         "Independent  Contractor":  Either  (i) any  Person  that  would  be an
"independent  contractor"  with  respect to the Trust Fund within the meaning of
Section  856(d)(3)  of the Code if the Trust Fund were a real estate  investment
trust  (except  that the  ownership  tests  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  or 35% or more of the  aggregate  value  of all  Classes  of
Certificates),  provided  that the Trust  Fund does not  receive  or derive  any
income from such Person and the  relationship  between such Person and the Trust
Fund is at arm's length, all within the meaning of Treasury  Regulations Section
1.856-4(b)(5) (except that the Special Servicer shall not be considered to be an
Independent Contractor under the definition in this clause (i) unless an Opinion
of Counsel  (obtained at the expense of the Special  Servicer)  addressed to the
Special Servicer and the Trustee has been delivered to the Trustee to the effect
that the Special Servicer meets the requirements of such definition) or (ii) any
other Person (including the Special Servicer) if the Special Servicer, on behalf
of itself and the Trustee,  has received an Opinion of Counsel  (obtained at the
expense of the party  seeking  to be deemed an  Independent  Contractor)  to the
effect  that the taking of any action in  respect  of any REO  Property  by such
Person,  subject to any conditions therein  specified,  that is otherwise herein
contemplated  to be taken by an Independent  Contractor  will not cause such REO
Property  to cease to qualify as  "foreclosure  property"  within the meaning of
Section  860G(a)(8)  of the Code  (determined  without  regard to the  exception
applicable  for  purposes  of  Section  860D(a) of the Code) or cause any income
realized with respect of such REO Property to fail to qualify as Rents from Real
Property (provided that such income would otherwise so qualify).

         "Individual Certificate":  Any Certificate in
definitive, fully registered form without interest coupons.

         "Institutional Accredited Investor":  An entity
meeting the requirements of Rule 501(a)(1), (2),
(3) or (7) of Regulation D promulgated under the 1933
Act and which is not otherwise a Qualified Institutional
Buyer.

         "Insurance Proceeds": Proceeds of any fire and hazard insurance policy,
title policy or other  insurance  policy  relating to a Mortgage Loan and/or the
Mortgaged Property securing any Mortgage Loan (including any amounts paid by the
Servicer or the Special  Servicer  pursuant to Section  3.8), to the extent such
proceeds  are not to be  applied to the  restoration  of the  related  Mortgaged
Property or released to the Borrower in accordance with the express requirements
of the related  Mortgage  or Note or other  documents  including  in the related
Mortgage File or in accordance with prudent and customary  servicing  practices,
but, in any event, no less than the Servicing Standard.

         "Interest Accrual Period":  With respect to any Distribution  Date, the
calendar  month  preceding  the month in which such  Distribution  Date  occurs.
Interest for each Interest Accrual Period shall be calculated based on a 360-day
year consisting of twelve 30-day months.



                           15

<PAGE>



         "Interest  Distribution  Amount":  With  respect to any REMIC I Regular
Interest and any  Distribution  Date,  interest for the related Interest Accrual
Period at the  Weighted  Average Net  Mortgage  Rate for such  Interest  Accrual
Period on the  Certificate  Balance of such REMIC I Regular  Interest,  provided
that,  for such  purpose,  any  distributions  in reduction  of the  Certificate
Balance and reductions of the Certificate  Balance as a result of allocations of
Realized  Losses on the  Distribution  Date  occurring in such Interest  Accrual
Period  shall be deemed  to have been made as of the first day of such  Interest
Accrual Period.

         "Interest  Shortfall":  With respect to any  Distribution  Date for any
REMIC I Regular  Interest,  the  excess,  if any, of the  Interest  Distribution
Amount  of such  REMIC I Regular  Interest  on such  Distribution  Date over the
amount actually  distributed to such REMIC I Regular  Interest in respect of its
Interest Distribution Amount on such Distribution Date.

         "Interested  Person":  As of any date of determination,  the Depositor,
the Servicer,  the Special Servicer, the Trustee, any Borrower, any Manager of a
Mortgaged Property,  any Independent  Contractor engaged by the Special Servicer
pursuant to Section 3.17,  or any Person known to a  Responsible  Officer of the
Trustee to be an Affiliate of any of them.

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

         "Investment Representation Letter":  As defined
in Section 5.2(c)(i).

         "IRS":  The Internal Revenue Service.

         "Liquidation  Expenses":  Expenses incurred by the Special Servicer and
the  Trustee  in  connection  with the  liquidation  of any  Specially  Serviced
Mortgage  Loan or  property  acquired  in respect  thereof  (including,  without
limitation,  legal  fees and  expenses,  committee  or  referee  fees,  and,  if
applicable,  brokerage  commissions,  and  conveyance  taxes)  and any  Property
Advances,  with interest  thereon at the Advance Rate,  incurred with respect to
such Specially Serviced Mortgage Loan or such property not previously reimbursed
from collections or other proceeds therefrom.

         "Liquidation  Proceeds":  The amount  (other than  Insurance  Proceeds)
received in connection  with (i) the taking of a Mortgaged  Property by exercise
of the  power of  eminent  domain or  condemnation,  (ii) the  liquidation  of a
Specially  Serviced Mortgage Loan through a trustee's sale,  foreclosure sale or
otherwise,  (iii)  the  sale of a  Specially  Serviced  Mortgage  Loan or an REO
Property in accordance with Section 3.18 or (iv) the sale of all of the Mortgage
Loans in accordance with Section 9.1.

         "Llama":  Llama Company, L.P.

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



                           16

<PAGE>



         "Loan Number":  With respect to any Mortgage
Loan, the loan number by which such Mortgage Loan was
identified on the books and records of the Servicer or any
subservicer for the Servicer, as set forth in the Mortgage
Loan Schedule.

         "MAI":  Member of the Appraisal Institute with at
least 5 years of experience in the related property type.

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

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

         "Maturity Date":  With respect to each Mortgage
Loan, the maturity date as set forth in the Mortgage Loan
Schedule.

         "MCFC":  Midland Commercial Financing Corp.,
a Missouri corporation.

         "MCFC Loans":  The Mortgage Loans transferred and
assigned by Midland Commercial Financing Corp. to the
Depositor pursuant to the MCFC Mortgage Loan Purchase and
Sale Agreement.

         "MCFC Mortgage Loan Purchase and Sale
Agreement":  The Mortgage Loan Purchase and Sale
Agreement, dated as of the Closing Date, by and among the
Depositor, Midland Commercial Financing Corp., and Midland
Loan Services, L.P., substantially in the form attached
hereto as Exhibit G.

         "Minimum Auction Price":  As defined in
Section 9.1(d)(iii).

         "Monthly  Payment":  With respect to any Mortgage  Loan (other than any
REO Mortgage Loan) and any Due Date, the scheduled  monthly payment of principal
and  interest,  excluding  any Balloon  Payment,  on such Mortgage Loan which is
payable by the related  Borrower on such Due Date under the related  Note (after
giving  effect to any  extension  or  modification  permitted  hereunder).  With
respect to any REO Mortgage Loan, the monthly payment which would otherwise have
been  payable on such Due Date had the related Note not been  discharged  (after
giving effect to any extension or other  modification),  determined as set forth
in the preceding sentence and on the assumption that all other amounts,  if any,
due thereunder are paid when due.

         "Moody's":  Moody's Investors Service, Inc.

         "Mortgage":  The mortgage, deed of trust or other
instrument creating a first lien on or first priority
ownership interest in a Mortgaged Property securing the
related Note.



                           17

<PAGE>



         "Mortgage File":  With respect to any Mortgage
Loan, the mortgage documents required to be maintained in
either the Trustee Mortgage File or the Servicer Mortgage
File.

         "Mortgage Loan": Each of the mortgage loans transferred and assigned to
the  Trustee  pursuant  to  Section  2.1 and from time to time held in the Trust
Fund,  such mortgage loans  originally so  transferred,  assigned and held being
identified on the Mortgage Loan Schedule as of the Cut-off Date. Such term shall
include any REO Mortgage Loan.

         "Mortgage Loan Documents":  Any and all documents
contained in the Trustee Mortgage File and the Servicer
Mortgage File.

         "Mortgage Loan Purchase and Sale  Agreement":  With respect to the MCFC
Loans,  the MCFC Mortgage Loan Purchase and Sale Agreement.  With respect to the
BCMC Loans, the BCMC Mortgage Loan Purchase and Sale Agreement and the BCMC/MCFC
Mortgage Loan Purchase and Sale  Agreement,  as applicable.  With respect to the
GACC Loans, the GACC Mortgage Loan Purchase and Sale Agreement.

         "Mortgage Loan Schedule":  As of any date, the
list of Mortgage Loans included in the Trust Fund on such
date, such list as of the Closing Date being attached
hereto as Exhibit B.

         "Mortgage  Loan  Seller":  With respect to the MCFC Loans,  MCFC;  with
respect to the BCMC Loans, BCMC and MCFC, collectively;  and with respect to the
GACC Loans, GACC; provided, however, that references herein to the Mortgage Loan
Seller  shall also  include  Midland  Loan  Services,  L.P.  with respect to any
obligation  of the Mortgage  Loan Seller to cure a breach of any  representation
and warranty or  repurchase  the related  Mortgage  Loan under the MCFC Mortgage
Loan Purchase and Sale Agreement.

         "Mortgage Rate":  With respect to each Mortgage
Loan, the annual rate at which interest accrues on such
Mortgage Loan (in the absence of a default), as set forth
in the Mortgage Loan Schedule.

         "Mortgaged Property": The underlying property securing a Mortgage Loan,
including any REO Property,  consisting of a fee simple or leasehold estate in a
parcel of land  improved by a commercial  property,  together  with any personal
property, fixtures, leases and other property or rights pertaining thereto.

         "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  on the  Mortgage  Loans  during the  related  Collection
Period,  exceeds (b) the aggregate  amount of the Prepayment  Interest  Surplus,
Servicing  Fees  (excluding  the portion  representing  the  Trustee's  fees and
reimbursements for Rating Agency  surveillance fees) and if the Special Servicer
and the  Servicer  are the same  Person,  the  Special  Servicing  Fees for such
Distribution Date which are offset against such Prepayment  Interest  Shortfalls
pursuant to Section 3.25.



                           18

<PAGE>



         "Net Collections":  With respect to any Corrected
Mortgage Loan, an amount equal to all payments on account
of interest and principal on such Mortgage Loan and all
Prepayment Premiums.

         "Net Liquidation Proceeds":  The excess of
Liquidation Proceeds received with respect to any Mortgage
Loan over the amount of Liquidation Expenses incurred with
respect thereto.

         "Net Mortgage Rate":  With respect to any
Mortgage Loan, the Mortgage Rate for such Mortgage Loan
minus the Servicing Fee Rate.

         "Net REO  Proceeds":  With respect to each REO  Property,  REO Proceeds
with  respect  to  such  REO  Property  net of any  insurance  premiums,  taxes,
assessments and other costs and expenses permitted to be paid therefrom pursuant
to Section 3.17(b).

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

         "Newly Originated Mortgage Loan":  Each of the
Mortgage Loans which were originated after the Cut-off
Date, but prior to the Closing Date.

         "1933 Act": The Securities Act of
1933, as it may be amended from time to time.

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

         "Non-Premium Prepayment":  Any Principal
Prepayment received that is not required to be accompanied
by a Prepayment Premium.

         "Nonrecoverable  Advance ": Any  portion of an Advance  proposed  to be
made  or  previously  made  which  has not  been  previously  reimbursed  to the
Servicer,  the  Trustee  or the  Fiscal  Agent,  as  applicable,  and  which the
Servicer,  the Trustee or the Fiscal Agent has determined (based on, among other
things,  an Updated  Appraisal) in its good faith business judgment will not or,
in the case of a proposed Advance,  would not, be ultimately  recoverable by the
Servicer,  the Trustee or the Fiscal Agent,  as applicable,  from late payments,
Insurance  Proceeds,  Condemnation  Proceeds,  Liquidation  Proceeds  and  other
collections  on or in respect of the related  Mortgage  Loan. To the extent that
any Borrower is not obligated  under the related  Mortgage Loan Documents to pay
or reimburse  any portion of any Advances that are  outstanding  with respect to
the related Mortgage Loan as a result of a modification of such Mortgage Loan by
the Special  Servicer  which forgives  unpaid Monthly  Payments or other amounts
which the Servicer, the Trustee or the Fiscal Agent had previously advanced, and
the Servicer, the Trustee or the Fiscal Agent determines that no other source of
payment or  reimbursement  for such  advances is available to it, such  Advances
shall be deemed to be nonrecoverable; provided, however, that in connection with
the foregoing the  Servicer,  the Trustee or the Fiscal Agent,  shall provide an
Officer's Certificate as described below. The determination by the Servicer,


                           19

<PAGE>



the  Trustee  or  the  Fiscal  Agent,   as  applicable,   that  it  has  made  a
Nonrecoverable Advance or that any proposed Advance, if made, would constitute a
Nonrecoverable  Advance  shall be  evidenced  by a  certificate  of a  Servicing
Officer,  Responsible  Officer or Vice President or equivalent or senior officer
of the Fiscal  Agent,  as  appropriate,  delivered to the  Trustee,  the Special
Servicer and the Depositor  setting forth such  determination and the procedures
and considerations of the Servicer,  the Trustee or Fiscal Agent, as applicable,
forming  the  basis of such  determination,  which  shall  include a copy of the
Updated Appraisal and any other information or reports obtained by the Servicer,
the Trustee or the Fiscal Agent,  such as property  operating  statements,  rent
rolls,  property inspection reports and engineering  reports,  which may support
such determinations. Notwithstanding the above, the Trustee and the Fiscal Agent
shall be  entitled  to rely  upon any  determination  by the  Servicer  that any
Advance  previously  made  is a  Nonrecoverable  Advance  or that  any  proposed
Advance, if made, would constitute a Nonrecoverable Advance.

         "Non-U.S. Person":  A person that is not a
citizen or resident of the United States; a corporation,
partnership, or other entity created or organized in or
under the laws of the United States or any political
subdivision thereof; or an estate or trust whose income is
subject to United States federal income tax regardless of
its source.

         "Note":   With  respect  to  any  Mortgage  Loan  as  of  any  date  of
determination,  the note or other  evidence of  indebtedness  and/or  agreements
evidencing  the  indebtedness  of the  related  Borrower  or obligor  under such
Mortgage Loan, in each case,  including any amendments or modifications,  or any
renewal or substitution notes, as of such date.

         "Notice of Termination": Any of (i) the notices given to the Trustee by
the Servicer, the Depositor or any Holder of a Class R-I Certificate pursuant to
Section 9.1(c) and (ii) the notice given by the Trustee to each Holder  pursuant
to Section 9.1(d)(iv).

         "Officer's  Certificate":  A certificate  signed by the Chairman of the
Board, the Vice Chairman of the Board, the President,  a Vice President (however
denominated),  the Treasurer,  the Secretary, one of the Assistant Treasurers or
Assistant  Secretaries  or any  other  officer  of the  general  partner  of the
Servicer, Special Servicer or the Auction Agent customarily performing functions
similar to those performed by any of the above designated officers and also 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, or an authorized officer of the Depositor,  and delivered to
the Depositor,  the Trustee,  the Special Servicer or the Servicer,  as the case
may be.

         "Opinion of Counsel":  A written opinion of counsel,  who may,  without
limitation,  be counsel for the Depositor, the Special Servicer or the Servicer,
as the case may be,  acceptable  to the  Trustee,  except  that any  opinion  of
counsel  relating to (a)  qualification of REMIC I or REMIC II as a REMIC or the
imposition of tax under the REMIC Provisions on any income or property of either
REMIC,  (b) compliance with the REMIC Provisions  (including  application of the
definition of "Independent  Contractor") or (c) a resignation of the Servicer or
the Special Servicer  pursuant to Section 6.4, must be an opinion of counsel who
is Independent of the Depositor, the Special Servicer and the Servicer.


                           20

<PAGE>



         "Originator":  With respect to a Mortgage Loan,
the originator of such Mortgage Loan, as identified in the
Mortgage Loan Schedule.

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

         "P&I  Advance":  As to any  Mortgage  Loan,  any  advance  made  by the
Servicer, the Trustee, or the Fiscal Agent pursuant to Section 4.6(b)(iii).

         "P&I  Certificates":  The Class A-1, Class A-2, Class B, Class C, Class
D, Class E, Class F, Class G, Class H, Class J and Class K Certificates.

         "Pass-Through  Rate":  Any one of the Class A-1, Class A-2, Class A-EC,
Class B,  Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K
or Class L-2 Pass- Through Rates.

         "Paying Agent":  The paying agent appointed
pursuant to Section 5.5.

         "Percentage Interest":  As to any Certificate,  the percentage interest
evidenced  thereby  in  distributions  required  to be made with  respect to the
related Class.  With respect to any Certificate  (except the Class R-I and Class
R-II  Certificates),   the  percentage  interest  is  derived  by  dividing  the
denomination of such Certificate by the initial  Certificate Balance or notional
amount of such  Class of  Certificates.  With  respect to any Class R-I or Class
R-II Certificate, the percentage interest is set forth on the face thereof.

         "Permitted  Investments":  Any one or more of the following obligations
or securities  payable on demand or having a scheduled maturity on or before the
Business  Day  preceding  the date on which such funds are required to be drawn,
regardless  of  whether  issued by the  Depositor,  the  Servicer,  the  Special
Servicer, the Trustee or any of their respective  Affiliates,  and having at all
times the required ratings,  if any,  provided for in this definition  (provided
that no Permitted Investment,  if downgraded,  shall be required to be sold at a
loss,  except if the remaining term to maturity at the time of such  downgrading
is greater  than 30 days),  unless each Rating  Agency  shall have  confirmed in
writing to the Servicer or the Special  Servicer,  as  applicable,  that a lower
rating will not result in the withdrawal,  downgrading or  qualification  of the
ratings then assigned to the Certificates:

         (i)    direct obligations of, or obligations
                guaranteed as to full and timely payment
                of principal and interest by, the United
                States or any agency or instrumentality
                thereof, provided that such obligations
                are backed by the full faith and credit of
                the United States of America, including,
                without limitation, U.S. Treasury
                Obligations, Farmers Home Administration
                certificates of beneficial interest,
                General Services Administration
                participation certificates and Small
                Business Administration guaranteed
                participation certificates or guaranteed
                pool certificates;


                           21

<PAGE>




         (ii)     [reserved]

         (iii)    direct obligations of FHLMC (debt
                  obligations only), FNMA (debt
                  obligations only), the Federal Farm
                  Credit System (consolidated systemwide
                  bonds and notes only), the Federal Home
                  Loan Banks (consolidated debt
                  obligations only), the Student Loan
                  Marketing Association (debt obligations
                  only), the Financing Corp. (consolidated
                  debt obligations only), and the
                  Resolution Funding Corp. (debt
                  obligations only);

         (iv)   Federal funds, time deposits in, or
                uncertificated certificates of deposit of,
                or bankers' acceptances, or repurchase
                obligations, all having maturities of not
                more than 365 days issued by, any bank
                or trust company, savings and loan
                association or savings bank, depository
                institution or trust company having a
                short term debt obligation rating that is
                in the highest short-term rating category
                of each Rating Agency, unless each of the
                Rating Agencies has confirmed in writing
                that a lower rating shall not result, in
                and of itself, in a downgrading,
                withdrawal or qualification of the rating
                then assigned by such Rating Agency to any
                Class of the Certificates;

         (v)    commercial paper having a maturity of 365
                days or less (including (A) both
                non-interest-bearing discount obligations
                and interest-bearing obligations payable
                on demand or on a specified date not more
                than one year after the date of issuance
                thereof and (B) demand notes that
                constitute vehicles for investment in
                commercial paper) that is rated by each
                Rating Agency in its highest short-term
                unsecured rating category;

         (vi)   units of taxable money market funds rated
                in the highest short term rating category
                by each Rating Agency or mutual funds,
                which funds seek to maintain a constant
                asset value and have been rated by each
                Rating Agency in its highest short term
                rating category or which have been
                designated in writing by each Rating
                Agency as Permitted Investments with
                respect to this definition;

         (vii)    any other demand, money market or time
                  deposit, demand obligation or any other
                  obligation, security or investment, as
                  may be acceptable to each Rating Agency
                  as a permitted investment of funds
                  backing securities having ratings
                  equivalent to its initial rating of the
                  Class A-1 and Class A-2 Certificates
                  if each of the Rating Agencies has
                  previously confirmed in writing that the
                  holding of such demand, money market or
                  time deposit, demand obligation or any
                  other obligation, security or investment
                  shall not result, in and of itself, in a
                  downgrading, withdrawal or qualification
                  of the rating then assigned by such
                  Rating Agency to any Class of
                  Certificates; and


                           22

<PAGE>




         (viii)   such other obligations confirmed in
                  writing by each of the Rating Agencies
                  that such obligations are acceptable as
                  Permitted Investments and the holding of
                  such obligations by the Servicer or the
                  Special Servicer, as applicable, shall
                  not result, in and of itself, in a
                  downgrading, withdrawal or qualification
                  of the rating then assigned by such
                  Rating Agency to any Class of
                  Certificates;

provided,  however,  that (a) except with respect to units of money market funds
pursuant to clause (vi) above,  each such  obligation  or security  shall have a
fixed dollar  amount of principal  due at maturity  which cannot vary or change;
and (b) except with respect to units of money  market  funds  pursuant to clause
(vi) above, if any such  obligation or security  provides for a variable rate of
interest,  interest shall be tied to a single  interest rate index plus a single
fixed spread (if any) and move  proportionately  with that index;  and provided,
further,  however,  that such  instrument  continues  to qualify as a "cash flow
investment"  pursuant to Code Section 860G(a)(6) earning a passive return in the
nature of  interest  and that no  instrument  or  security  shall be a Permitted
Investment if (i) such instrument or security  evidences a right to receive only
interest  payments or (ii) the right to receive  principal and interest payments
derived from the underlying investment provides a yield to maturity in excess of
120% of the yield to maturity at par of such underlying investment.

         "Permitted Transferee":  With respect to a Class
R-I or Class R-II Certificate, any Person or agent thereof
that is a Qualified Institutional Buyer, Institutional
Accredited Investor or any other Person designated by the
Certificate Registrar based upon an Opinion of Counsel
(provided at the expense of such Person or the Person
requesting the Transfer) to the effect that the Transfer
of an Ownership Interest in any Class R-1 or Class R-II
Certificate to such Person will not cause REMIC I or
REMIC II to fail to qualify as a REMIC at any time
that the Certificates are outstanding other than (a) a
Disqualified Organization or (b) a Person that is a
Disqualified Non-U.S. Person.

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

         "Placement Agents":  Prudential Securities
Incorporated, DMG and Llama.

         "Plan":  As defined in Section 5.2(i).

         "Pooled  Available Funds":  For each Distribution  Date, the sum of all
previously  undistributed  Monthly  Payments  or other  receipts  on  account of
principal and interest (including  Unscheduled Payments and any Net REO Proceeds
transferred  from an REO Account to the Collection  Account  pursuant to Section
3.17(b)) on or in respect of the Mortgage  Loans received by the Servicer in the
Collection  Period  relating to such  Distribution  Date, plus all other amounts
received by the Servicer during such Collection Period and required to be placed
in the Collection  Account by the Servicer  pursuant to Section 3.5(a) allocable
to such Mortgage Loans, and including all P&I Advances made by the Servicer, the
Trustee or the Fiscal Agent in respect


                           23

<PAGE>



of such  Distribution Date and deposits made by the Servicer pursuant to Section
3.25 with respect to such Distribution Date, but excluding the following:

         (a)  amounts  permitted  to be  used to  reimburse  the  Servicer,  the
              Trustee or the Fiscal Agent for previously  unreimbursed  Advances
              and interest thereon as described in Section 3.6(ii) and (iii);

         (b)  those portions of each payment of interest
              which represent the applicable Servicing
              Compensation;

         (c)      all  amounts  in the nature of late fees,  late  charges,  NSF
                  check  charges  and  similar  fees,  loan  modification  fees,
                  extension fees, loan service  transaction  fees,  demand fees,
                  beneficiary  statement  charges,  Assumption  Fees and similar
                  fees;

         (d)  all amounts representing  scheduled Monthly Payments due after the
              Due Date in the  related  Collection  Period  (such  amounts to be
              treated as received on the Due Date when due);

         (e)  that portion of  Liquidation  Proceeds,  Condemnation  Proceeds or
              Insurance   Proceeds   with  respect  to  a  Mortgage  Loan  which
              represents any unpaid Servicing Compensation to which the Servicer
              is entitled;

         (f)  all amounts representing certain expenses
              reimbursable to the Servicer, the Special
              Servicer, the Trustee or the Fiscal Agent
              and other amounts permitted to be retained
              by the Servicer or the Special Servicer or
              withdrawn by the Servicer from the
              Collection Account (including, without
              limitation, as provided in Section 3.6)
              pursuant to the terms hereof;

         (g)      Prepayment Premiums received in the
                           related Collection Period;

         (h)  any interest or investment income on funds
              on deposit in the Collection Account or in
              Permitted Investments in which such fund may
              be invested; and

         (i)      Default  Interest  received in the related  Collection  Period
                  with  respect  to a  Mortgage  Loan  that is in  default  with
                  respect to its Balloon Payment.

         "Pooled Principal Distribution Amount":  For
any Distribution Date, an amount equal to the sum of:

         (i)    the principal component of all scheduled Monthly Payments (other
                than Balloon  Payments)  which become due (regardless of whether
                received)  on the Mortgage  Loans during the related  Collection
                Period;



                           24

<PAGE>



         (ii)     to the extent not included elsewhere in
                  this definition, the principal component
                  of all Assumed Scheduled Payments, as
                  applicable, deemed to become due
                  (regardless of whether received) during
                  the related Collection Period with
                  respect to any Mortgage Loan that is
                  delinquent in respect of its Balloon
                  Payment;

         (iii)    to the extent not included elsewhere in
                  this definition, the Scheduled Principal
                  Balance of each Mortgage Loan that was
                  repurchased from the Trust Fund in
                  connection with the breach of a
                  representation or warranty or purchased
                  from the Trust Fund pursuant to Section
                  9.1, in either case, during the related
                  Collection Period;

         (iv)   to the extent not  included  elsewhere in this  definition,  the
                portion of  Unscheduled  Payments  allocable to principal of any
                Mortgage Loan that was liquidated during the related Collection
                Period;

         (v)    to the extent not  included  elsewhere in this  definition,  the
                principal  component of all Balloon Payments received during the
                related Collection Period;

         (vi)   to the extent not included elsewhere in
                this definition, all other Principal
                Prepayments received in the related
                Collection Period; and

         (vii)    to the extent not included  elsewhere in this definition,  any
                  other full or  partial  recoveries  in  respect of  principal,
                  including   Insurance   Proceeds,    Condemnation    Proceeds,
                  Liquidation Proceeds and Net REO Proceeds.

         "Prepayment  Assumption":  The assumption identified as "Scenario 2" in
the Private  Placement  Memorandum  dated  December  23,  1996,  relating to the
Privately  Placed  Certificates and identified as "Scenario 2" in the Prospectus
Supplement,   dated  December  18,  1996,   relating  to  the  Publicly  Offered
Certificates.

         "Prepayment Interest Shortfall":  With respect to any Distribution Date
and any Mortgage Loan as to which a Principal Prepayment was made by the related
Borrower  during  the  related  Collection  Period  but  prior  to the Due  Date
occurring  in such  Collection  Period,  the amount by which (i) 30 full days of
interest at the related Net Mortgage Rate on the Scheduled  Principal Balance of
such  Mortgage  Loan in  respect  of which  interest  would have been due in the
absence of such Principal Prepayment on the Due Date next succeeding the date of
such Principal  Prepayment exceeds (ii) the amount of interest received from the
related Borrower in respect of such Mortgage Loan during such Collection Period.

         "Prepayment  Interest  Surplus":  With respect to any Distribution Date
and any Mortgage Loan as to which a Principal Prepayment was made by the related
Borrower  during  the  related  Collection  Period  but  following  the Due Date
occurring  in such  Collection  Period,  the  amount by which (i) the  amount of
interest  received  from the related  Borrower in respect of such  Mortgage Loan
during such Collection Period exceeds (ii) 30 full days of interest at the


                           25

<PAGE>



related Net Mortgage  Rate on the Scheduled  Principal  Balance of such Mortgage
Loan in respect  of which  interest  would have been due in the  absence of such
Principal  Prepayment on the Due Date next succeeding the date of such Principal
Prepayment.

         "Prepayment Premium":  Payments received on a
Mortgage Loan as the result of a Principal Prepayment
thereon, not otherwise due thereon in respect of principal
or interest, which are intended to be a disincentive to
prepayment.

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

         "Privately Placed Certificates": The Class A-EC Certificates, the Class
F Certificates,  the Class G Certificates, the Class H Certificates, the Class J
Certificates,  the Class K Certificates,  the Class L-1 Certificates,  the Class
L-2 Certificates, the Class R-I Certificates and the Class R-II Certificates.

         "Property  Advance":  As to any Mortgage  Loan, any advance made by the
Servicer,  the  Trustee  or the Fiscal  Agent in  respect of costs and  expenses
incurred  pursuant  to  Sections  3.10(b),  3.10(f),  3.10(i) and 3.17(b) or any
expenses incurred to protect and preserve the security for such Mortgage Loan or
taxes and  assessments  or insurance  premiums,  pursuant to Section 3.4, 3.8 or
Section 3.22, as applicable.

         "PSI":  Prudential Securities Incorporated.

         "Publicly Offered Certificates":  The Class A-1
Certificates, the Class A-2 Certificates, the Class B
Certificates, the Class C Certificates, the Class D
Certificates and the Class E Certificates.

         "Qualified Institutional Buyer":  A qualified
institutional buyer within the meaning of Rule 144A.

         "Qualified  Insurer":  An  insurance  company  or  security  or bonding
company  qualified  to  write  the  related  insurance  policy  in the  relevant
jurisdiction, which (i) except as provided in clauses (ii) or (iii) below, shall
have a claims paying  ability of "AA" or better by both of the Rating  Agencies,
(ii)  in  the  case  of  public  liability  insurance  policies  required  to be
maintained  with respect to REO  Properties in accordance  with Section  3.8(a),
shall  have a claims  paying  ability  of "AA" or better  by both of the  Rating
Agencies  or (iii) in the case of the  fidelity  bond and errors  and  omissions
insurance  required to be maintained  pursuant to Section  3.8(c),  shall have a
claims paying ability rated "A" or better by both of the Rating Agencies, unless
in any such case each of the Rating  Agencies  has  confirmed in writing that an
insurance company with a lower claims paying ability shall not result, in and of
itself,  in a  downgrading,  withdrawal  or  qualification  of the  rating  then
assigned by such Rating Agency to any Class of Certificates.



                           26

<PAGE>



         "Qualified  Mortgage":  A Mortgage Loan that is a "qualified  mortgage"
within the meaning of Section  860G(a)(3) of the Code (but without regard to the
rule in Treasury  Regulations  1.860G-2(f)(2) that treats a defective obligation
as a qualified mortgage), or any substantially similar successor provision.

         "Qualified Bidder": A prospective purchaser of the Mortgage Loans in an
auction  pursuant  to  Section  9.1(d)  whom the  Auction  Agent has  reasonably
determined  possesses  the  financial  ability  and is  otherwise  qualified  to
purchase all of the Mortgage Loans, which may include the Servicer,  the Special
Servicer or the Depositor, but may not include the Trustee or the Fiscal Agent.

         "Rating Agency":  Each of Fitch and Moody's.  References  herein to the
highest  long-term  senior  unsecured debt rating category of each Rating Agency
shall  mean  "AAA" with  respect  to Fitch and "Aaa"  with  respect to  Moody's.
References  herein  to the  highest  short-term  senior  unsecured  debt  rating
category of each Rating  Agency  shall mean "F1+" with respect to Fitch and "P1"
with respect to Moody's.

         "Real  Property":  Land or  improvements  thereon  such as buildings or
other  inherently  permanent  structures  (including  items that are  structural
components of such buildings or structures), in each such case as such terms are
used in the REMIC Provisions.

         "Realized Loss": With respect to any Distribution  Date, the amount, if
any, by which the aggregate of the  Certificate  Balances of the REMIC I Regular
Interests,  after giving effect to distributions made on such Distribution Date,
exceeds the aggregate of the Scheduled  Principal Balances of the Mortgage Loans
as of the Due Date in the month in which such Distribution Date occurs.

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

         "Regular Certificates":  The Class A-1, Class A-2, Class A-EC, Class B,
Class C,  Class D,  Class E,  Class F, Class G, Class H, Class J, Class K, Class
L-1 and Class L-2 Certificates.

         "Regular Servicing Period":  Any Interest Accrual
Period other than a Special Servicing Period.

         "Regulation D":  Regulation D under the Act.

         "Related Certificates" and "Related REMIC I Regular Interest":  For any
REMIC I Regular Interest,  the related  Certificates set forth below and for any
Certificates, the related REMIC I Regular Interest set forth below:



                           27

<PAGE>



                                       Related REMIC I
           Related Certificates        Regular Interest

           Class A-1                   Class A-L-1
           Class A-2                   Class A-L-2
           Class A-EC                  N/A 
           Class B                     Class B-L 
           Class C                     Class C-L
           Class D                     Class D-L
           Class E                     Class E-L
           Class F                     Class F-L
           Class G                     Class G-L
           Class H                     Class H-L
           Class J                     Class J-L
           Class K                     Class K-L
           Class L-1                   Class L-L
           Class L-2                   N/A

         "REMIC":  A "real estate mortgage investment
conduit" within the meaning of Section 860D of the Code.

         "REMIC I": A segregated  asset pool within the Trust Fund consisting of
the Mortgage Loans,  collections  thereon,  any REO Property acquired in respect
thereof  and  amounts  held from  time to time in the  Collection  Account,  the
Distribution Account and the REO Account, if established.

         "REMIC I Regular  Interests":  The Class A-L-1, Class A-L-2, Class B-L,
Class C-L,  Class D-L,  Class E-L,  Class F-L,  Class G-L, Class H-L, Class J-L,
Class K-L and Class L-L Interests.

         "REMIC II":  The segregated pool of assets within
the Trust Fund consisting of the REMIC I Regular Interests
and amounts held in the Collection Account, the
Distribution Account and the REO Account, if established.

         "REMIC  Provisions":  Provisions of the federal income tax law relating
to real  estate  mortgage  investment  conduits,  which  appear at Section  860A
through 860G of Subchapter M of Chapter 1 of the Code,  and related  provisions,
and  regulations  (including any applicable  proposed  regulations)  and rulings
promulgated thereunder, as the foregoing may be in effect from time to time.

         "Remittance Date":  The Business Day preceding
each Distribution Date.

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



                           28

<PAGE>



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

         (ii)     any amount received or accrued, directly
                  or indirectly, from any Person if the
                  Trust Fund owns directly or indirectly
                  (including by attribution) a 10% or
                  greater interest in such Person
                  determined in accordance with Sections
                  856(d)(2)(B) and (d)(5)
                  of the Code;

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

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

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

         "REO Account":  As defined in Section
3.17(b).

         "REO Mortgage Loan":  Any Mortgage Loan as to
which the related Mortgaged Property has become an REO
Property.

         "REO  Proceeds":  With  respect to any REO Property and the related REO
Mortgage  Loan,  all revenues  received by the Servicer with respect to such REO
Property or REO Mortgage Loan that do not constitute Liquidation Proceeds.

         "REO Property":  A Mortgaged  Property title to which has been acquired
by the Servicer on behalf of the Trust Fund through foreclosure, deed in lieu of
foreclosure or otherwise.

         "Repurchase Price": With respect to any Mortgage Loan to be repurchased
pursuant to Section 2.3(d) or 2.3(e) or any Specially  Serviced Mortgage Loan or
any REO Property to be sold or repurchased  pursuant to Section 3.18, an amount,
calculated by the Servicer, equal to:



                           29

<PAGE>



         (i)    the unpaid principal balance of such
                Mortgage Loan, Specially Serviced Mortgage
                Loan or REO Mortgage Loan related to any
                REO Property as of the Due Date as to
                which a payment was last made by the
                related Borrower or was advanced by the
                Servicer (less any Advances previously
                made on account of principal); plus

         (ii)     unpaid accrued interest from the Due
                  Date as to which interest was last paid
                  by such Borrower or was advanced by the
                  Servicer up to the Due Date in the month
                  following the month in which the
                  purchase or repurchase occurred at a
                  rate equal to the related Mortgage Rate
                  on the unpaid principal balance of such
                  Mortgage Loan, Specially Serviced
                  Mortgage Loan or REO Mortgage Loan
                  related to any REO Property (less any
                  Advances previously made on account of
                  interest); plus

         (iii)    any unreimbursed  Advances,  together with interest thereon at
                  the Advance Rate, and any unpaid  Servicing  Compensation  and
                  Trust Fund expenses allocable to such Mortgage Loan; and plus

         (iv)   in the event that such Mortgage Loan is
                required to be repurchased pursuant to
                Section 2.3(d) or 2.3(e), expenses
                reasonably incurred or to be incurred by
                the Servicer, the Special Servicer or the
                Trustee in respect of the breach or defect
                giving rise to the repurchase obligation,
                including any expenses arising out of the
                enforcement of the repurchase obligation.

         "Request for Release":  A request for release
signed by a Servicing Officer, substantially in the form
of Exhibit E hereto.

         "Reserve  Accounts":  With  respect to any  Mortgage  Loan,  reserve or
escrow  accounts,  if any,  established  pursuant to the related  Mortgage  Loan
Documents  and any Escrow  Account.  Each Reserve  Account  shall be an Eligible
Account  except  to the  extent  precluded  by  applicable  law and the  related
Mortgage Loan Documents.  Any Reserve  Account shall be  beneficially  owned for
federal  income  tax  purposes  by the  Person who is  entitled  to receive  the
reinvestment income or gain thereon in accordance with the related Mortgage Loan
Documents and Section 3.7.

         "Responsible  Officer":  Any officer of the Asset-Backed Trust Services
Department of the Trustee (and, in the event that the Trustee is the Certificate
Registrar or the Paying Agent,  an officer of the  Certificate  Registrar or the
Paying Agent, as applicable)  assigned to the Corporate Trust Office with direct
responsibility  for the  administration of this Agreement and also, with respect
to a particular matter, any other officer or any employee with  responsibilities
similar to those of an officer of the Asset-Backed Trust Services  Department of
the  Trustee  to whom such  matter is  referred  because  of such  officer's  or
employee's knowledge of and familiarity with the particular subject, and, in the
case of any certification  required to be signed by a Responsible Officer,  such
an officer or employee whose name and specimen


                           30

<PAGE>



signature appears on a list of corporate trust officers and employees  furnished
to the Servicer by the Trustee, as such list may from time to time be amended.

         "Rule 144A":  Rule 144A, under the
1933 Act.

         "Scheduled Final Distribution Date":     With
respect to any Class of Certificates, the Distribution
Date on which the aggregate Certificate Balance or
aggregate Notional Balance, as the case may be, of such
Class of Certificates would be reduced to zero based on
the assumptions set forth below.  Such Distribution Date
shall in each case be as follows:

                                       Scheduled
Class Designation               Final Distribution Date

Class A-1.....................  August 25, 2005
Class A-2.....................  December 25, 2006
Class A-EC....................  July 25, 2021
Class B.......................  December 25, 2006
Class C.......................  January 25, 2007
Class D.......................  September 25, 2008
Class E.......................  October 25, 2008
Class F.......................  December 25, 2008
Class G.......................  January 25, 2009
Class H.......................  January 25, 2009
Class J.......................  October 25, 2011
Class K.......................  November 25, 2011
Class L-1.....................  July 25, 2021
Class L-2.....................  July 25, 2021

         The Scheduled Final  Distribution Dates set forth above were calculated
without  regard to any delays in the  collection  of Balloon  Payments,  without
regard to a reasonable  liquidation time with respect to any Mortgage Loans that
may be delinquent and using the  assumptions  identified as "Scenario 1" in each
of the Private  Placement  Memorandum  dated December 23, 1996,  relating to the
Privately Placed  Certificates and the Prospectus  Supplement dated December 18,
1996, relating to the Publicly Offered Certificates.

         "Scheduled Principal Balance": With respect to any Mortgage Loan, as of
any Due Date,  the principal  balance of such Mortgage Loan as of such Due Date,
after giving effect to (a) any Principal Prepayments, Non-Premium Prepayments or
other  unscheduled  recoveries  of principal and any Balloon  Payments  received
during  the  related  Collection  Period,  and (b) any  payment  in  respect  of
principal, if any, due on or before such Due Date (other than a Balloon Payment,
but  including  the  principal  portion of any  Assumed  Scheduled  Payment,  if
applicable),  irrespective  of any  delinquency in payment by the Borrower.  The
Scheduled Principal Balance of any REO Mortgage Loan as of any Due Date is equal
to the  principal  balance  thereof  outstanding  on the date  that the  related
Mortgaged  Property became an REO Property minus any Net REO Proceeds  allocated
to principal on such REO Mortgage Loan and reduced by the


                           31

<PAGE>



principal  component of Monthly Payments due thereon on or before such Due Date.
With respect to any Mortgage Loan, from and after the date on which the Servicer
makes a Final Recovery Determination, the Scheduled Principal
Balance thereof shall be zero.

         "Securities Depository": The Depository Trust Company, or any successor
Securities  Depository  hereafter named.  The nominee of the initial  Securities
Depository,  for  purposes  of  registering  those  Certificates  that are to be
Book-Entry  Certificates,  is Cede & Co. The Securities  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  Securities  Exchange  Act of
1934, as amended.

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

         "Securities Legend":  With respect to each
Residual Certificate and any Individual Certificate (other
than a Residual Certificate) that is a Privately Placed
Certificate the legend set forth in, and substantially in
the form of, Exhibit K hereto.

         "Senior Certificates":  The Class A-1, Class
A-2 and Class A-EC Certificates.

         "Senior Principal Distribution Cross-Over Date": The first Distribution
Date as of which the aggregate Certificate Balance of the Class A-1 Certificates
and the Class A-2 Certificates outstanding immediately prior thereto exceeds the
sum of (a) the aggregate  Scheduled Principal Balance of the Mortgage Loans that
will be outstanding  immediately  following such  Distribution  Date and (b) the
portion of the Available  Distribution  Amount for such  Distribution  Date that
will remain  after the  distribution  of interest has been made on the Class A-1
and the Class A-2 Certificates on such Distribution Date.

         "Seriously  Delinquent Loan": As defined in Section 3.10(a). A Mortgage
Loan shall cease to be a Seriously  Delinquent  Loan in the event such  Mortgage
Loan is no longer a  Specially  Serviced  Mortgage  Loan  pursuant  to the first
proviso to the definition of the term "Specially  Serviced Mortgage Loan" and as
to which the related Borrower has made 12 consecutive Monthly Payments since the
date on which such Mortgage Loan became a Seriously Delinquent Loan.

         "Servicer":  Midland Loan Services, L.P., a
Missouri limited partnership, or its successor in
interest, or any successor Servicer appointed as herein
provided.

         "Servicer  Mortgage  File":  With  respect to any  Mortgage  Loan,  all
documents related to such Mortgage Loan that are not required to be delivered to
the Custodian pursuant to Section 2.1 or to be maintained as part of the Trustee
Mortgage File, including without limitation:



                           32

<PAGE>



         (i)      a copy of the Management Agreement, if
                  any, for the related Mortgaged Property;

         (ii)     a copy of the related ground lease, as
                  amended, if any, for such Mortgaged
                  Property;

         (iii)    any and all amendments, modifications
                  and supplements to, and waivers related
                  to, any of the foregoing;

         (iv)     copies of the related appraisals,
                  surveys, environmental reports and other
                  similar documents; and

         (v)  any other written agreements related to such
              Mortgage Loan.

         "Servicer Remittance Report": A report prepared by the Servicer in such
media as may be agreed  upon by the  Servicer  and the Trustee  containing  such
information regarding the Mortgage Loans as will permit the Trustee to calculate
the amounts to be distributed  pursuant to Section 4.1 and to furnish statements
to  Certificateholders  pursuant to Section 4.2 and containing  such  additional
information as the Servicer and the Trustee may from time to time agree.

         "Servicing  Compensation":  With  respect to each  Mortgage  Loan,  the
Servicing  Fee and the Special  Servicing Fee which shall be due to the Servicer
and the Special  Servicer,  as applicable,  and such other  compensation  of the
Servicer and Special Servicer specified in Section 3.12, as adjusted pursuant to
Section 3.25.

         "Servicing  Fee":  With  respect  to  each  Mortgage  Loan  and for any
Distribution  Date,  an amount per  calendar  month  equal to the product of (i)
one-twelfth of the related  Servicing Fee Rate and (ii) the Scheduled  Principal
Balance  of such  Mortgage  Loan as of the Due Date in the month  preceding  the
month in which such Distribution Date occurs.

         "Servicing Fee Rate":  With respect to each
Mortgage Loan, the per annum rate set forth in the
Mortgage Loan Schedule.

         "Servicing  Officer":  Any officer or  employee of the  Servicer or the
Special  Servicer  involved  in, or  responsible  for,  the  administration  and
servicing of the Mortgage  Loans or this  Agreement and also,  with respect to a
particular matter, any other officer or employee to whom such matter is referred
because of such officer's or employee's  knowledge of and  familiarity  with the
particular subject, and, in the case of any certification  required to be signed
by a  Servicing  Officer,  such an officer or employee  whose name and  specimen
signature  appears on a list of servicing  officers  furnished to the Trustee by
the Servicer or the Special Servicer, as applicable,  as such list may from time
to time be amended, together with, in the case of a certificate or other writing
executed by an employee  who  constitutes  a Servicing  Officer  because of such
employee's   knowledge   and   familiarity   with  a   particular   subject,   a
countersignature  of an officer of the general  partner of the Servicer or of an
officer of the Special Servicer, as appropriate.


                           33

<PAGE>



         "Servicing Standard":  The standards for the
conduct of the Servicer and the Special Servicer in the
performance of their respective obligations under this
Agreement as set forth in Section 3.1(a).

         "Similar Law":  As defined in Section
         5.2(i).

         "Special Servicer":  Midland Loan Services, L.P.,
a Missouri limited partnership, or its successor in
interest, or any successor Special Servicer appointed as
herein provided.

         "Special  Servicing  Fee":  With  respect  to  any  Specially  Serviced
Mortgage Loan or REO Mortgage Loan and for any Distribution  Date, an amount per
calendar month equal to the product of (i) one-twelfth of the Special  Servicing
Fee Rate and (ii) the Scheduled  Principal  Balance of such  Specially  Serviced
Mortgage  Loan or REO Mortgage  Loan, as  applicable,  as of the Due Date in the
month preceding the month in which such Distribution Date occurs.

         "Special Servicing Fee Rate":  A rate equal to
0.35%.

         "Special Servicing Period":  Any Interest Accrual
Period during which a Mortgage Loan is at any time a
Specially Serviced Mortgage Loan.

         "Specially Serviced Mortgage Loan":  Subject to
Section 3.24, any Mortgage Loan with respect to which:

         (i)    the  related  Borrower  is 60 or more days  delinquent  (without
                giving effect to any grace period permitted by the related Note)
                in the payment of a Monthly Payment  (regardless of whether,  in
                respect thereof, P&I Advances have been reimbursed);

         (ii)     such Borrower has expressed to the
                  Servicer an inability to pay or a
                  hardship in paying such Mortgage Loan in
                  accordance with its terms;

         (iii)    the Servicer has received notice that such Borrower has become
                  the  subject  of  any   bankruptcy,   insolvency   or  similar
                  proceeding, admitted in writing the inability to pay its debts
                  as they  come due or made an  assignment  for the  benefit  of
                  creditors;

         (iv)   the Servicer has received notice of a
                foreclosure or threatened foreclosure of
                any lien on the related Mortgaged Property;

         (v)    a default of which the Servicer has notice
                (other than a failure by such Borrower to
                pay principal or interest) and which
                materially and adversely affects the
                interests of the Certificateholders has
                occurred and remained unremedied for the
                applicable grace period specified in such
                Mortgage Loan (or, if no grace period is
                specified, 60 days); provided, however,
                that a default requiring a Property
                Advance shall be deemed to materially and
                adversely affect the interests of the
                Certificateholders;


                           34

<PAGE>



         (vi)   such  Borrower has failed to make a Balloon  Payment as and when
                due  (except  in the case  where the  Servicer  and the  Special
                Servicer  agree in writing that such  Mortgage Loan is likely to
                be paid in full within 30 days after such default); or

         (vii)    the Servicer proposes to commence
                  foreclosure or other workout
                  arrangements;

provided,  however,  that a Mortgage Loan will cease to be a Specially  Serviced
Mortgage Loan:

              (a) with respect to the circumstances  described in clause (i) and
                  (vi)  above,  when  the  related  Borrower  has  brought  such
                  Mortgage  Loan  current  (with  respect  to the  circumstances
                  described in clause (vi),  pursuant to any workout implemented
                  by the Special Servicer) and thereafter made three consecutive
                  full and timely Monthly Payments;

              (b) with  respect to the  circumstances  described in clauses (ii)
                  and (iv) above, when such circumstances  cease to exist in the
                  good faith judgment of the Special Servicer,  and with respect
                  to the  circumstances  described  in clauses  (iii) and (vii),
                  when such circumstances cease to exist; or

              (c)   with respect to the circumstances
                    described in clause (v) above, when
                    such default is cured;

provided,  however,  that at the time no circumstance  identified in clauses (i)
through  (vii) above exists that would cause the Mortgage Loan to continue to be
characterized as a Specially Serviced Mortgage Loan.

         "Startup Day":  The day designated as such
pursuant to Section 2.6(a).

         "Subordinate  Certificates":  Any one or more of the Class B,  Class C,
Class D, Class E, Class F, Class G, Class H, Class J, Class K, Class L-1,  Class
L-2, Class R-I and Class R-II Certificates.

         "Tax  Returns":  The federal  income tax return on IRS Form 1066,  U.S.
Real Estate Mortgage Investment Conduit Income Tax Return,  including Schedule Q
thereto,  Quarterly Notice to Residual  Interest Holders of REMIC Taxable Income
or Net Loss Allocation, or any successor forms, to be filed on behalf of each of
REMIC I and REMIC II 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 or any  other  governmental  taxing
authority under any applicable provisions of federal, state or local tax laws.
         "Termination Date":  The Distribution Date on
which the Trust Fund is terminated pursuant to Section 9.1.



                           35

<PAGE>



         "Transfer":  Any direct or indirect transfer or
other form of assignment of any Ownership Interest in a
Class R-I or Class R-II Certificate.

         "Transferee Affidavit":  As defined in Section
5.2(j)(ii).

         "Transferor Letter":  As defined in Section
5.2(j)(ii).

         "Trust  Fund":  The  corpus  of  the  trust  created  hereby  and to be
administered  hereunder,  consisting of: (i) such Mortgage Loans as from time to
time are subject to this  Agreement,  together with the Mortgage  Files relating
thereto;  (ii) all payments on or  collections in respect of such Mortgage Loans
due after the Cut-off Date; (iii) any REO Property;  (iv) all revenues  received
in respect of REO Property;  (v) the Servicer's,  the Special Servicer's and the
Trustee's  rights under the  insurance  policies  with respect to such  Mortgage
Loans  required to be  maintained  pursuant to this  Agreement  and any proceeds
thereof;  (vi) any  Assignments  of Leases,  Rents and Profits and any  security
agreements; (vii) any indemnities or guaranties given as additional security for
such Mortgage Loans;  (viii) the Trustee's  right,  title and interest in and to
the Reserve Accounts;  (ix) the Collection Account; (x) the Distribution Account
and the REO Account,  including  reinvestment income, if any, thereon;  (xi) any
environmental indemnity agreements relating to such Mortgaged Properties;  (xii)
the rights and remedies under the Mortgage Loan Purchase and Sale Agreement; and
(xiii) the proceeds of any of the foregoing  (other than any interest  earned on
deposits in any Reserve  Account,  to the extent  such  interest  belongs to the
related Borrower).

         "Trust REMICs":  REMIC I and REMIC II.

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

         "Trustee  Fee":  With  respect  to  each  Mortgage  Loan  and  for  any
Distribution  Date,  an amount per  calendar  month  equal to the product of (i)
one-twelfth of the Trustee Fee Rate and (ii) the Scheduled  Principal Balance of
such Mortgage Loan as of the Due Date in the month  preceding the month in which
such Distribution Date occurs.  The Trustee Fee shall be paid by the Servicer on
each Distribution Date.

         "Trustee Fee Rate":  A rate equal to
0.0075%.

         "Trustee  Mortgage  File":  With  respect  to any  Mortgage  Loan,  the
mortgage  documents  listed in Section 2.1(i) through (xiii)  pertaining to such
Mortgage  Loan, the documents  listed in the third  paragraph of Section 2.1 and
any additional  documents  required to be deposited with the Trustee pursuant to
the express provisions of this Agreement.

         "Uncovered  Prepayment Interest Shortfall":  For any Distribution Date,
any Prepayment  Interest  Shortfall not covered by Prepayment  Interest Surplus,
the Servicing Fee  (excluding  the portion  representing  the Trustee's fees and
reimbursements  for Rating  Agency  Surveillance  fees) and, if the Servicer and
Special  Servicer are the same  person,  the Special  Servicing  Fee pursuant to
Section 3.25.


                           36

<PAGE>



         "Unscheduled  Payments":   With  respect  to  a  Mortgage  Loan  and  a
Collection Period, all Liquidation Proceeds, Condemnation Proceeds and Insurance
Proceeds payable under such Mortgage Loan, the Repurchase Price of such Mortgage
Loan if it is repurchased or purchased pursuant to Sections 2.3(d) or 2.3(e) and
the price  specified  in  Section  9.1 if such  Mortgage  Loan is  purchased  or
repurchased pursuant thereto, draws on any letters of credit issued with respect
to such  Mortgage  Loan and any other  payments  under or with  respect  to such
Mortgage Loan not scheduled to be made,  including  Principal  Prepayments  (but
excluding Prepayment Premiums) received during such Collection Period.

         "Updated  Appraisal":  With respect to any Mortgage Loan, a fair market
value appraisal of the related Mortgaged Property from an independent  appraiser
who is a member of the Appraisal  Institute,  which appraisal shall be conducted
in  accordance  with MAI  standards  by an  appraiser  with at least  five years
experience in the related property type.

         "Voting  Right":  The  portion  of  the  voting  rights  of  all of the
Certificates  that is allocated to any Certificate or Class of Certificates.  At
all times during the term of this Agreement, the percentage of the Voting Rights
assigned  to each Class  shall be (a) 0%, in the case of the Class R-I and Class
R-II Certificates,  (b) in the case of any of the Class A-1, Class A-2, Class B,
Class C,  Class D,  Class E,  Class F,  Class G,  Class H,  Class J and  Class K
Certificates,  a percentage equal to the product of (x) 96% so long as the Class
A-EC  Notional  Balance  is  greater  than  zero  and 97%  thereafter  and (y) a
fraction,  the  numerator  of  which  is  equal  to  the  aggregate  outstanding
Certificate  Balance of such Class of Certificates  and the denominator of which
is equal to the  aggregate  outstanding  Certificate  Balances of all Classes of
Certificates,  (c) in the case of the Class A-EC Certificates, 1% so long as the
Class A-EC Notional  Balance is greater than zero and 0% thereafter,  (d) in the
case of the Class L-1  Certificates,  0.10% and (e) in the case of the Class L-2
Certificates,  2.90%.  The Voting Rights of any Class of  Certificates  shall be
allocated  among  Holders of  Certificates  of such Class in proportion to their
respective Percentage Interests.  The aggregate Voting Rights of Holders of more
than one Class of Certificates shall be equal to the sum of the products of each
such Holder's Voting Rights and the percentage of Voting Rights allocated to the
related Class of Certificates.

         "Weighted  Average Net  Mortgage  Rate":  With  respect to any Interest
Accrual  Period,  a per annum  rate  equal to the  weighted  average  of the Net
Mortgage  Rates as of the first day of such Interest  Accrual  Period.  The "Net
Mortgage  Rate" for each  Mortgage  Loan is the Mortgage  Rate for such Mortgage
Loan (in the absence of a default minus the Servicing Fee Rate).

         "Weighted  Average  Pass-Through  Rate":  With  respect to any Interest
Accrual  Period,  a per  annum  rate  equal  to  the  weighted  average  of  the
Pass-Through  Rates for the  Regular  Certificates  (other  than the Class  A-EC
Certificates) as of the first day of such Interest Accrual Period.  For purposes
of computing the Weighted Average Net Pass-Through Rate, the Class L-1 and Class
L-2 Certificates  shall be deemed to be a single Class that has both a principal
component and an interest component.
         "Workout Fee":  As defined in Section
3.12(b).



                           37

<PAGE>



         "Yield Maintenance Charges":  As defined in
Section 4.1(c).

         SECTION 1.2.      Certain Calculations.

         Unless  otherwise  specified  herein,  the following  provisions  shall
apply:

         (a) All  calculations of interest  (excluding  interest on the Mortgage
Loans,  which  shall  be  calculated  pursuant  to  the  related  Mortgage  Loan
Documents)  provided  for  herein  shall be made on the basis of a 360-day  year
consisting of twelve 30-day months.

         (b) The  portion  of any  Insurance  Proceeds,  Condemnation  Proceeds,
Liquidation Proceeds or Net REO Proceeds in respect of a Mortgage Loan allocable
to  principal  and  Prepayment  Premiums  shall  equal the total  amount of such
proceeds  minus (a) first any  portion  thereof  payable  to the  Servicer,  the
Special Servicer,  the Trustee or the Fiscal Agent pursuant to the provisions of
this  Agreement  and (b) second any  portion  thereof  equal to  interest on the
unpaid principal  balance of such Mortgage Loan at the related Net Mortgage Rate
from the Due Date as to which interest was last paid by the related  Borrower up
to but not  including  the Due  Date in the  Collection  Period  in  which  such
proceeds  are  received.   Allocation  of  such  amount  between  principal  and
Prepayment  Premium  shall be made first to principal  and second to  Prepayment
Premium.

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

         SECTION 1.3.      Certain Constructions.

         Unless the context clearly indicates  otherwise,  references to section
numbers are to sections of this Agreement.

                                   ARTICLE II

               CONVEYANCE OF MORTGAGE LOANS;
             ORIGINAL ISSUANCE OF CERTIFICATES

         SECTION 2.1.      Conveyance and Assignment of
Mortgage Loans.

         The  Depositor,  concurrently  with the execution and delivery  hereof,
does hereby sell, transfer, assign, set over and otherwise convey to the Trustee
without recourse (except to the extent herein provided) all the right, title and
interest of the Depositor in and to the Mortgage Loans,  including all rights to
payment in respect thereof, except as set forth below, and any security interest
thereunder  (whether  in real or  personal  property  and  whether  tangible  or
intangible)  in favor of the Depositor,  and all Reserve  Accounts and all other
assets included


                           38

<PAGE>



or to be included  in the Trust Fund for the benefit of the  Certificateholders.
Such transfer and  assignment  includes all  scheduled  payments of interest and
principal  due after the Cut-off Date (whether or not received) and all payments
of interest and  principal  received by the Depositor or the Servicer on or with
respect  to the  Mortgage  Loans  after the  Cut-off  Date,  other than any such
payments  of  interest  or  principal  which were due on or prior to the Cut-off
Date.  In  connection  with such  transfer  and  assignment  of all interest and
principal  due with respect to the Mortgage  Loans after the Cut-off  Date,  the
Depositor  shall make a cash  deposit to the  Collection  Account on the Closing
Date in an amount equal to the Cash Deposit.  The Depositor,  concurrently  with
the execution and delivery hereof, does also hereby sell, transfer,  assign, set
over and otherwise  convey to the Trustee without recourse (except to the extent
provided  herein) all the right,  title and interest of the Depositor in, to and
under the MCFC Mortgage Loan Purchase and Sale Agreement, the BCMC Mortgage Loan
Purchase and Sale  Agreement,  the  BCMC/MCFC  Mortgage  Loan  Purchase and Sale
Agreement and the GACC Mortgage Loan Purchase and Sale Agreement (other than (i)
the  right to  recovery  of  certain  transaction  expenses,  including  certain
estimated expenses, and the right to receive certain indemnification payments as
set forth in Sections 1 and 5, respectively, of each such Mortgage Loan Purchase
and Sale Agreement,  and (ii) the  representations  and warranties under Section
2(c) of each such  Mortgage  Loan  Purchase and Sale  Agreement).  The Depositor
shall cause the Reserve  Accounts to be  transferred  to and held in the name of
the Servicer on behalf of the Trustee as successor  to the  applicable  Mortgage
Loan Seller.

         In connection with the transfer and assignment of its right,  title and
interest in the  Mortgage  Loans,  the  Depositor  does  hereby  deliver to, and
deposit with, the Trustee, with a copy to the Servicer,  the following documents
or instruments with respect to each such Mortgage Loan:

         (i)    the original of the related Note, endorsed
                by the applicable Mortgage Loan Seller in
                blank in the following form:  "Pay to the
                order of ________________,
                without recourse" which the Trustee or its
                designee is authorized to complete and
                which Note and all endorsements thereof
                shall show a complete chain of endorsement
                from the Originator to the applicable
                Mortgage Loan Seller;

         (ii)     the related original recorded Mortgage
                  or a copy thereof certified by the
                  related title insurance company, public
                  recording office or closing agent to be
                  in the form in which executed or
                  submitted for recording, the related
                  original recorded Assignment of Mortgage
                  to the applicable Mortgage Loan Seller
                  or a copy thereof certified by the
                  related title insurance company, public
                  recording office or closing agent to be
                  in the form in which executed or
                  submitted for recording and the related
                  original Assignment of Mortgage executed
                  by the applicable Mortgage Loan Seller
                  in blank which the Trustee or its
                  designee is authorized to complete (and
                  but for the insertion of the name of the
                  assignee and any related recording
                  information which is not yet available
                  to the applicable Mortgage Loan Seller,
                  is in suitable form for recordation in
                  the jurisdiction in which the related
                  Mortgaged Property is located);


                           39

<PAGE>




         (iii)    if the related security agreement is
                  separate from the Mortgage, the original
                  security agreement or a counterpart
                  thereof, and if the security agreement
                  is not assigned under the Assignments of
                  Mortgage described in clause (ii) above,
                  the related original assignment of such
                  security agreement to the applicable
                  Mortgage Loan Seller or a counterpart
                  thereof and the related original
                  assignment of such security agreement
                  executed by the applicable Mortgage Loan
                  Seller in blank which the Trustee or its
                  designee is authorized to complete;

         (iv)   a copy of each Form UCC-1 financing
                statement, if any, filed with respect to
                personal property constituting a part of
                the related Mortgaged Property, together
                with a copy of each Form UCC-2 or
                UCC-3 assignment, if any, to the
                applicable Mortgage Loan Seller filed with
                respect to such financing statement and a
                copy of each Form UCC-2 or
                UCC-3 assignment, if any, of such
                financing statement executed by the
                applicable Mortgage Loan Seller in blank
                which the Trustee or its designee is
                authorized to complete (and but for the
                insertion of the name of the assignee and
                any related filing information which is
                not yet available to the applicable
                Mortgage Loan Seller, is in suitable form
                for filing in the filing office in which
                such financing statement was filed);

         (v)    the related original of the Loan
                Agreement, if any, relating to such
                Mortgage Loan or a counterpart thereof;

         (vi)   the related original lender's title insurance  policy,  together
                with any endorsements or riders thereto that were issued with or
                subsequent to the issuance of such policy;

         (vii)    if any related Assignment of Leases,
                  Rents and Profits is separate from the
                  Mortgage, the original recorded
                  Assignment of Leases, Rents and Profits
                  or a copy thereof certified by the
                  related title insurance company, public
                  recording office or closing agent to be
                  in the form in which executed or
                  submitted for recording, the related
                  original recorded reassignment of such
                  instrument, if any, to the applicable
                  Mortgage Loan Seller or a copy thereof
                  certified by the related title insurance
                  company, public recording office or
                  closing agent to be in the form in which
                  executed or submitted for recording and
                  the related original reassignment of
                  such instrument, if any, executed by the
                  applicable Mortgage Loan Seller in blank
                  which the Trustee or its designee is
                  authorized to complete (and but for the
                  insertion of the name of the assignee
                  and any related recording information
                  which is not yet available to the
                  applicable Mortgage Loan Seller, is in
                  suitable form for recordation in the
                  jurisdiction in which the related
                  Mortgaged Property is located) (any of
                  which reassignments, however, may be


                           40

<PAGE>



                included in a related Assignment of
                Mortgage and need not be a separate
                instrument);

         (viii)   copies of the original Environmental
                  Reports with respect to the Mortgaged
                  Property;

         (ix)   if any related assignment of contracts is
                separate from the Mortgage, the original
                assignment of contracts or a counterpart
                thereof, and if the assignment of
                contracts is not assigned under the
                Assignments of Mortgage described in
                clause (ii) above, the related original
                reassignment of such instrument to the
                applicable Mortgage Loan Seller or a
                counterpart thereof and the related
                original reassignment of such instrument
                executed by the applicable Mortgage Loan
                Seller in blank which the Trustee or its
                designee is authorized to complete;

         (x)    with respect to the related Reserve
                Accounts, if any, a copy of the
                original of any separate agreement with
                respect thereto between the related
                Borrower and the Originator (and, if the
                Mortgage Loan Seller is not the
                Originator, together with an assignment of
                the agreement);

         (xi)   the original of any other written
                agreement, instrument or document securing
                such Mortgage Loan, including, without
                limitation, originals of any guaranties
                with respect to such Mortgage Loan or the
                original letter of credit, if any, with
                respect thereto, together with any and all
                amendments thereto, including, without
                limitation, any amendment which entitles
                the Servicer to draw upon such letter of
                credit on behalf of the Trustee for the
                benefit of the Certificateholders, and the
                original of each instrument or other item
                of personal property given as security for
                a Mortgage Loan possession of which by a
                secured party is necessary to a secured
                party's valid, perfected, first priority
                security interest therein, together with
                all assignments or endorsements thereof
                necessary to entitle the Servicer to
                enforce a valid, perfected, first priority
                security interest therein on behalf of the
                Trustee for the benefit of the
                Certificateholders;

         (xii)    with respect to the related Reserve
                  Accounts, if any, a copy of the
                  UCC-1 financing statements, if any,
                  submitted for filing with respect to the
                  security interest of the applicable
                  Originator in such Reserve Accounts and
                  all funds contained therein, together
                  with a copy of each Form UCC-2 or
                  UCC-3 assignment, if any, to the
                  applicable Mortgage Loan Seller filed
                  with respect to such financing statement
                  and a copy of each Form UCC-2 or
                  UCC-3 assignment, if any, of such
                  financing statement executed by the
                  applicable Mortgage Loan Seller in blank
                  which the Trustee or its designee is
                  authorized to complete (and but for the
                  insertion of the name of the  assignee
                  and any related filing information which
                  is not yet available to the applicable
                  Mortgage Loan


                           41

<PAGE>



                Seller is in suitable form for filing in
                the filing office in which such financing
                statement was filed); and

         (xiii)   the original of each assumption or
                  substitution agreement, if any, with
                  evidence of recording thereon, where
                  appropriate (or a copy thereof certified
                  by the related title insurance company,
                  public recording office or closing agent
                  to be in the form in which executed or
                  submitted for recording), and originals
                  or copies of any and all amendments,
                  modifications and supplements to, and
                  waivers related to, any of the foregoing.

         On or promptly following the Closing Date, the Trustee or Custodian, as
applicable,  shall, to the extent  possession  thereof has been delivered to it,
complete any Assignment of Mortgage delivered pursuant to clause (ii) above, any
assignment of security  agreement  delivered pursuant to clause (iii) above, any
Form  UCC-2 or UCC-3  assignment  delivered  pursuant  to clause  (iv) and (xii)
above,  any  reassignment of Assignment of Leases,  Rents and Profits  delivered
pursuant to clause (vii) above and any  reassignment  of assignment of contracts
delivered  pursuant to clause (ix) above, in each case, by inserting the name of
the Trustee as assignee and delivering to the Servicer (1) for recordation,  (a)
each  Assignment  of Mortgage  referred to in Section  2.1(ii) which has not yet
been  submitted  for  recordation  and (b) each  reassignment  of  Assignment of
Leases,  Rents and Profits  referred to in Section  2.1(vii)  (if not  otherwise
included in the related Assignment of Mortgage) which has not yet been submitted
for  recordation;  and (2) for filing,  each UCC-2 or UCC-3 financing  statement
assignment  referred  to in  Section  2.1(iv)  and (xii)  which has not yet been
submitted for filing. On or promptly  following the Closing Date, the Trustee or
Custodian,  as  applicable,  shall,  to the extent  possession  thereof has been
delivered to it,  complete the  endorsement of the Note by inserting the name of
the Trustee as endorsee.  The Servicer shall, upon receipt,  promptly submit for
recording or filing, as the case may be, in the appropriate  public recording or
filing office,  each such document  (other than the Notes) at the expense of the
applicable  Mortgage Loan Seller. In the event that any such document is lost or
returned unrecorded because of a defect therein, the Servicer shall use its best
efforts to promptly prepare a substitute document for signature by the Depositor
or the  applicable  Mortgage Loan Seller,  as  applicable,  and  thereafter  the
Servicer  shall cause each such  document to be duly  recorded at the expense of
the applicable  Mortgage Loan Seller. The Servicer shall,  promptly upon receipt
of the original of each such  recorded  document,  deliver such  original to the
Custodian.  Notwithstanding  anything to the contrary  contained in this Section
2.1, in those instances where the public  recording  office retains the original
Assignment  of Mortgage  or  reassignment  of  Assignment  of Leases,  Rents and
Profits,  if  applicable,  after  any  such  document  has  been  recorded,  the
obligations  hereunder of the Depositor  shall be deemed to have been  satisfied
upon  delivery  to the  Custodian  of a copy of such  Assignment  of Mortgage or
reassignment  of  Assignment  of  Leases,  Rents  and  Profits,  if  applicable,
certified by the public  recording  office to be a true and complete copy of the
recorded  original  thereof.  If a pro forma  title  insurance  policy  has been
delivered to the Custodian in lieu of an original title  insurance  policy,  the
Depositor or the Servicer  will  promptly  deliver to the  Custodian the related
original  title  insurance  policy upon receipt  thereof.  The  Depositor  shall
promptly cause the UCC-1s,  UCC-2s and UCC-3s referred to in Section 2.1(iv) and
(xii) to be filed in the  applicable  public  recording or filing  office at the
expense of


                           42

<PAGE>



the applicable Mortgage Loan Seller and upon filing will promptly deliver to the
Custodian the related UCC-1, UCC-2 or UCC-3 with evidence of filing thereon.

         All original  documents  relating to the  Mortgage  Loans which are not
delivered to the Custodian are and shall be held by the Trustee or the Servicer,
as the case may be, in trust for the benefit of the  Certificateholders.  In the
event that any such original  document is required pursuant to the terms of this
Section  to be a part  of a  Trustee  Mortgage  File,  such  document  shall  be
delivered promptly to the Custodian.

         If the  Depositor  cannot  deliver any original or  certified  recorded
document  described in this Section 2.1 on the Closing Date, the Depositor shall
use its best efforts,  promptly  upon receipt  thereof and in any case not later
than 45 days from the Closing  Date,  to deliver or cause to be  delivered  such
original or certified  recorded documents to the Custodian (unless the Depositor
is delayed in making  such  delivery  by reason of the fact that such  documents
shall not have been returned by the appropriate  recording office, in which case
the  Depositor or the Servicer  shall  notify the  Custodian  and the Trustee in
writing of such delay and shall deliver such documents to the Custodian promptly
upon the Depositor's or the Servicer's receipt thereof).

         SECTION 2.2.      Acceptance by the Custodian and
the Trustee.

         By  its  execution  and  delivery  of  this   Agreement,   the  Trustee
acknowledges  the  assignment to it of the Mortgage  Loans in good faith without
notice of adverse  claims and declares  that the  Custodian  holds and will hold
such documents and all others  delivered to it constituting the Trustee Mortgage
File (to the extent the  documents  constituting  the Trustee  Mortgage File are
actually  delivered  to the  Custodian)  for any Mortgage  Loan  assigned to the
Trustee  hereunder in trust,  upon the conditions  herein set forth, for the use
and benefit of all present and future Certificateholders.  The Trustee agrees to
review  each  Trustee  Mortgage  File  within 45 days after the later of (a) the
Trustee's receipt of such Trustee Mortgage File or (b) execution and delivery of
this Agreement, to ascertain that all documents referred to in Section 2.1 above
and any original recorded  documents referred to in the last sentence of Section
2.1 to be  included  in the  delivery  of a  Trustee  Mortgage  File,  have been
received,  have been  executed,  appear on their face to be what they purport to
be,  purport to be  recorded  or filed (as  applicable)  and have not been torn,
mutilated or otherwise  defaced,  and that such documents relate to the Mortgage
Loans  identified in the Mortgage Loan  Schedule.  In so doing,  the Trustee may
rely on the purported due execution and  genuineness of any such document and on
the purported  genuineness  of any signature  thereon.  If, at the conclusion of
such review, any document or documents constituting a part of a Trustee Mortgage
File have not been  executed or  received,  have not been  recorded or filed (if
required),  are unrelated to the Mortgage Loans  identified in the Mortgage Loan
Schedule,  appear on their  face not to be what they  purport to be or have been
torn,  mutilated or otherwise defaced,  the Trustee shall promptly so notify the
Depositor and the  applicable  Mortgage Loan Seller (with a copy to the Servicer
or the Special Servicer,  as applicable) by providing a written report,  setting
forth, for each affected  Mortgage Loan, with  particularity,  the nature of the
defective or missing  document.  Neither the Servicer,  the Special Servicer nor
the Trustee shall be responsible  for any loss,  cost,  damage or expense to the
Trust Fund  resulting  from any failure to receive any document  constituting  a
portion of


                           43

<PAGE>



a  Trustee  Mortgage  File  noted on such a  report  or for any  failure  by the
Depositor  to use its best  efforts to  deliver  any such  document,  subject to
Section 2.3(i) with respect to the Servicer and the Special Servicer.

         In  reviewing  any Trustee  Mortgage  File  pursuant  to the  preceding
paragraph or Section 2.1, the Trustee will have no  responsibility  to determine
whether any document or opinion is legal, valid, binding or enforceable, whether
the text of any  assignment  or  endorsement  is in  proper or  recordable  form
(except,  if  applicable,  to  determine  whether the Trustee is the assignee or
endorsee),  whether  any  document  has been  recorded  in  accordance  with the
requirements  of any applicable  jurisdiction,  whether a blanket  assignment is
permitted in any applicable  jurisdiction,  or whether any Person  executing any
document  or  rendering  any  opinion  is  authorized  to do so or  whether  any
signature thereon is genuine.

         The Trustee shall hold that portion of the Trust Fund  delivered to the
Trustee consisting of "instruments"(as  such term is defined in Section 9-105(i)
of the Uniform  Commercial  Code as in effect in Illinois on the date hereof) in
Illinois and,  except as set forth in Section 3.11 or as otherwise  specifically
provided in this  Agreement,  shall not remove such  instruments  from  Illinois
unless it receives an Opinion of Counsel  (obtained and delivered at the expense
of the Person  requesting the removal of such instruments from Illinois) that in
the event the transfer of the Mortgage  Loans to the Trustee is deemed not to be
a sale, after such removal,  the Trustee will possess a first priority perfected
security interest in such instruments.

         SECTION 2.3.      Representations and Warranties
of the Depositor.

         (a)    The Depositor hereby represents and
warrants as of the Closing Date that:

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

         (ii)     The Depositor has taken all necessary
                  action to authorize the execution,
                  delivery and performance of this
                  Agreement by it, and has the power and
                  authority to execute, deliver and
                  perform this Agreement and all the
                  transactions contemplated hereby,
                  including, but not limited to, the power
                  and authority to sell, assign and
                  transfer its right, title and interest
                  in the Mortgage Loans in accordance with
                  this Agreement;

         (iii)    This Agreement has been duly and validly
                  authorized, executed and delivered by
                  the Depositor and assuming the due
                  authorization, execution and delivery of
                  this Agreement by each other party
                  hereto, this Agreement and all of the
                  obligations of the Depositor hereunder
                  are the legal, valid and binding
                  obligations of the Depositor,
                  enforceable in accordance with the terms
                  of this Agreement, except as such
                  enforcement may be limited by
                  bankruptcy, insolvency, reorganization,
                  liquidation, receivership, moratorium or
                  other laws relating to or affecting
                  creditors' rights generally, or by
                  general


                           44

<PAGE>



                principles of equity (regardless of
                whether such enforceability is considered
                in a proceeding in equity or at law);

         (iv)   The execution and delivery of this
                Agreement and the performance of its
                obligations hereunder by the Depositor
                will not conflict with any provision of
                its articles of incorporation or bylaws,
                or any law or regulation to which the
                Depositor is subject, or conflict with,
                result in a breach of or constitute a
                default under (or an event which, with
                notice or lapse of time or both, would
                constitute a default under) any of the
                terms, conditions or provisions of any
                agreement or instrument to which the
                Depositor is a party or by which it is
                bound, or any order or decree applicable
                to the Depositor, or result in the
                creation or imposition of any lien on any
                of the Depositor's assets or property
                which, with respect to any of the above
                events, would materially and adversely
                affect the ability of the Depositor to
                carry out its obligations under this
                Agreement.  The Depositor is not in
                default in any material respect with
                respect to any agreement to which the
                Depositor is a party.  The Depositor has
                obtained any consent, approval,
                authorization or order of any court or
                governmental agency or body required for
                the execution, delivery and performance by
                the Depositor of this Agreement;

         (v)    The articles of incorporation of the Depositor provides that the
                Depositor  is   permitted  to  engage  in  only  the   following
                activities:

                (A)        To acquire, own, hold, sell,
                           transfer, assign, pledge,
                           finance, refinance and
                           otherwise deal with (i) loans
                           secured by (x) first or second
                           mortgages, deeds of trust or
                           similar liens on multi- family
                           residential, commercial or
                           mixed commercial and multi-
                           family residential properties,
                           and (y) related assets, and
                           (ii) any participation interest
                           in, security (in bond or
                           pass-through form) or funding
                           agreement based on, backed or
                           collateralized by, directly or
                           indirectly, any of the
                           foregoing (the loans and
                           related assets described in
                           clause (A)(i) and the
                           participation interests,
                           securities and funding
                           agreements described in clause
                           (A)(ii), collectively,
                           "Mortgage Loans");

                (B)        To establish and fund one or
                           more trusts (the "Trusts") and
                           to authorize such Trusts to
                           engage in one or more of the
                           activities described in
                           immediately preceding clause
                           (A) and to issue certificates
                           (the "Certificates") in one or
                           more classes pursuant to
                           pooling and servicing
                           agreements (each, a "Pooling
                           and Servicing Agreement"), with
                           each class having the
                           characteristics specified in
                           the related Pooling and
                           Servicing Agreement,
                           representing ownership
                           interests in the Mortgage
                           Loans;


                           45

<PAGE>




                (C)        To acquire, own, hold, invest
                           in, offer, sell, transfer,
                           assign, pledge, finance and
                           deal in and with any
                           Certificates issued by a Trust
                           established by the corporation
                           pursuant to immediately
                           preceding clause (B); and

                (D)        To engage in any other acts and
                           activities and to exercise any
                           powers permitted to
                           corporations under the laws of
                           the State of Missouri which are
                           incidental to, or connected
                           with the foregoing, and
                           necessary, suitable or
                           convenient to accomplish any of
                           the foregoing; and

         (vi)   There is no action, suit or proceeding
                pending or, to the best knowledge of the
                Depositor, threatened against the
                Depositor in any court or by or before any
                other governmental agency or
                instrumentality which would materially and
                adversely affect the ability of the
                Depositor to carry out its obligations
                under this Agreement.

         (b) The Depositor  hereby  represents and warrants with respect to each
Mortgage Loan as of the Closing Date that:

         (i)    Immediately prior to the transfer and
                assignment to the Trustee, the related
                Note and the related Mortgage were not
                subject to an assignment or pledge created
                by it or attributable to its ownership;
                and the Depositor had full right to
                transfer and sell its right, title and
                interest in such Mortgage Loan to the
                Trustee free and clear of any encumbrance,
                lien, pledge, charge, claim or security
                interest encumbering such Mortgage Loan
                created by it or attributable to its
                ownership;

         (ii)     The related Assignment of Mortgage
                  constitutes the legal, valid and binding
                  assignment of the related Mortgage from
                  the Depositor to the Trustee, and any
                  related reassignment of Assignment of
                  Leases, Rents and Profits constitutes
                  the legal, valid and binding assignment
                  of any related Assignment of Leases,
                  Rents and Profits from the Depositor to
                  the Trustee; and

         (iii)    No claims  have been made by the  Depositor  under the related
                  lender's  title  insurance  policy,  and the Depositor has not
                  done,  by act or  omission,  anything  which would  impair the
                  coverage of such lender's title insurance policy.

         (c) It is understood and agreed that the representations and warranties
set forth in this Section 2.3 shall survive  delivery of the respective  Trustee
Mortgage Files to the Trustee until the termination of this Agreement, and shall
inure to the benefit of the  Certificateholders,  the  Servicer  and the Special
Servicer.


                           46

<PAGE>




         (d) Upon discovery by the Custodian, the Servicer, the Special Servicer
or the  Trustee  of a breach of the  representation  and  warranty  set forth in
Section  2(b)(xxx) of the MCFC Mortgage Loan  Purchase and Sale  Agreement,  the
BCMC  Mortgage  Loan  Purchase  and Sale  Agreement  or the GACC  Mortgage  Loan
Purchase and Sale Agreement, as applicable,  or that any Mortgage Loan otherwise
fails to constitute a Qualified  Mortgage,  such Person shall give prompt notice
thereof to the applicable  Mortgage Loan Seller and the Rating Agencies and such
Mortgage Loan Seller shall, to the extent such Mortgage Loan Seller is obligated
to correct such  condition or  repurchase  the related  Mortgage  Loan under the
terms of the applicable Mortgage Loan Purchase and Sale Agreement,  correct such
condition or repurchase  such Mortgage  Loan at the  Repurchase  Price within 85
days of discovery  of such  failure,  all  pursuant to and as more  particularly
described in the applicable Mortgage Loan Purchase and Sale Agreement;  it being
understood and agreed that none of such Persons has an obligation to conduct any
investigation with respect to such matters.

         (e) Upon discovery by the Custodian, the Servicer, the Special Servicer
or the  Trustee  of a breach  of any  representation  or  warranty  of MCFC with
respect to the MCFC Mortgage Loan Purchase and Sale Agreement, BCMC with respect
to the BCMC Mortgage  Loan  Purchase and Sale  Agreement or GACC with respect to
the  GACC   Mortgage  Loan   Purchase  and  Sale   Agreement   (other  than  the
representation  set forth in Section 2(a) and  2(b)(xxx) of each such  agreement
and Section 2(c) of each such Mortgage Loan Purchase and Sale  Agreement),  with
respect to any Mortgage  Loan,  or that any document  required to be included in
the Trustee  Mortgage  File with respect to a Mortgage  Loan does not conform to
the requirements of Section 2.1, such Person shall give prompt notice thereof to
the  applicable  Mortgage Loan Seller and the Rating  Agencies and such Mortgage
Loan Seller shall,  to the extent such Mortgage Loan Seller is obligated to cure
such  breach or  repurchase  the  related  Mortgage  Loan under the terms of the
applicable Mortgage Loan Purchase and Sale Agreement, either cure such breach or
repurchase  such  Mortgage  Loan at the  Repurchase  Price within 85 days of the
receipt of notice of such breach,  as the same may be extended,  all pursuant to
and as more particularly  described in the applicable Mortgage Loan Purchase and
Sale Agreement;  it being understood and agreed that none of the Custodian,  the
Servicer,  the Special Servicer and the Trustee has an obligation to conduct any
investigation  with respect to such matters (except,  in the case of the Trustee
Mortgage Files, to the extent provided in Sections 2.1 and 2.2).

         (f) Upon  receipt by the Servicer  from the  applicable  Mortgage  Loan
Seller of the  Repurchase  Price for a repurchased  Mortgage  Loan, the Servicer
shall deposit such amount in the Collection Account,  and the Trustee,  pursuant
to Section 3.11,  shall,  upon receipt of a certificate  of a Servicing  Officer
certifying  as to the receipt by the  Servicer of the  Repurchase  Price and the
deposit of the  Repurchase  Price into the Collection  Account  pursuant to this
Section 2.3(f),  release or cause to be released to the applicable Mortgage Loan
Seller the related  Trustee  Mortgage  File and shall  execute and deliver  such
instruments  of  transfer  or  assignment,   in  each  case  without   recourse,
representation or warranty,  as shall be prepared by the Servicer to vest in the
applicable  Mortgage Loan Seller any Mortgage Loan released pursuant hereto, and
any  rights of the  Depositor  in, to and under  the  applicable  Mortgage  Loan
Purchase and Sale  Agreement,  as such  agreement  related to such Mortgage Loan
that were  initially  transferred  to the Trust Fund under  Section 2.1, and the
Trustee, Special Servicer and the


                           47

<PAGE>



Servicer  shall  have no  further  responsibility  with  regard to such  Trustee
Mortgage File or the related Mortgage Loan.

         (g) In the event that the  applicable  Mortgage  Loan Seller incurs any
expense in  connection  with  curing a breach of a  representation  or  warranty
pursuant to Section  2.3(d) and (e) which also  constitutes  a default under the
related  Mortgage Loan, the applicable  Mortgage Loan Seller shall have a right,
and the applicable Mortgage Loan Seller shall be subrogated to the rights of the
Trustee,  as successor to the mortgagee,  to recover the amount of such expenses
from the related  Borrower.  The Servicer or Special  Servicer,  as  applicable,
shall use reasonable efforts in recovering, or assisting the applicable Mortgage
Loan Seller in recovering, from such Borrower the amount of any such expenses.

         (h) In the event that any  litigation is commenced  which alleges facts
which, in the judgment of the Depositor, could constitute a breach of any of the
Depositor's  representations  and warranties relating to the Mortgage Loans, the
Depositor hereby reserves the right to conduct the defense of such litigation at
its expense,  except to the extent such action would  materially  and  adversely
affect the interests of the Certificateholders.

         (i) The Servicer or the Special Servicer, as applicable,  shall use its
best  efforts,  in  accordance  with the  Servicing  Standard,  to  enforce  the
obligations of each Mortgage Loan Seller to cure or repurchase any Mortgage Loan
which is discovered to be a "Defective  Mortgage  Loan" (as such term is defined
in the applicable  Mortgage Loan Purchase and Sale Agreement) under the terms of
the applicable Mortgage Loan Purchase and Sale Agreement.

         SECTION 2.4.      Representations, Warranties and
                           Covenants of the Servicer and
                           the Special Servicer.

         (a)    The Servicer hereby represents, warrants
and covenants that as of the Closing Date:

         (i)    The Servicer is a limited partnership,
                duly organized, validly existing and in
                good standing under the laws of the State
                of Missouri and has all licenses necessary
                to carry on its business as now being
                conducted or 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 in accordance with the
                terms of this Agreement;

         (ii)     The Servicer has the full partnership
                  power, authority and legal right to
                  execute and deliver this Agreement and
                  to perform in accordance herewith; the
                  execution and delivery of this Agreement
                  by the Servicer and its performance and
                  compliance with the terms of this
                  Agreement do not violate the Servicer's
                  certificate of limited partnership 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
                  contract, agreement or other instrument
                  to which the Servicer


                           48

<PAGE>



                is a party or which may be  applicable to the Servicer or any of
                its assets, which default or breach would have consequences that
                would materially and adversely affect the financial condition or
                operations of the Servicer or its properties taken as a whole or
                impair the ability of the Trust Fund to realize on the  Mortgage
                Loans;

         (iii)    This Agreement has been duly and validly
                  authorized, executed and delivered by
                  the Servicer and, assuming due
                  authorization, execution and delivery by
                  the other parties hereto, constitutes a
                  legal, valid and binding obligation of
                  the Servicer, enforceable against it in
                  accordance with the terms of this
                  Agreement, except as such enforcement
                  may be limited by bankruptcy,
                  insolvency, reorganization, liquidation,
                  receivership, moratorium or other laws
                  relating to or affecting creditors'
                  rights generally, or by general
                  principles of equity (regardless of
                  whether such enforceability is
                  considered in a proceeding in equity or
                  at law);

         (iv)   The Servicer is not in violation of, and
                the execution and delivery of this
                Agreement by the Servicer and its
                performance and compliance with the terms
                of this Agreement will not constitute a
                violation with respect to, any order or
                decree of any court or any order or
                regulation of any federal, state,
                municipal or governmental agency having
                jurisdiction, or result in the creation or
                imposition of any lien, charge or
                encumbrance which, in any such event,
                would have consequences that would
                materially and adversely affect the
                financial condition or operations of the
                Servicer or its properties taken as a
                whole or impair the ability of the Trust
                Fund to realize on the Mortgage Loans;

         (v)    There is no action, suit or proceeding
                pending or, to the knowledge of the
                Servicer, threatened, against the Servicer
                which, either in any one instance or in
                the aggregate, would result in any
                material adverse change in the business,
                operations or financial condition of the
                Servicer or would, if adversely
                determined, materially impair the ability
                of the Servicer to perform under the terms
                of this Agreement or which would draw into
                question the validity of this Agreement or
                the Mortgage Loans or of any action taken
                or to be taken in connection with the
                obligations of the Servicer contemplated
                herein; and

         (vi)   No consent, approval, authorization or
                order of, or registration or filing with,
                or notice to any court or governmental
                agency or body is required for the
                execution, delivery and performance by the
                Servicer of, or compliance by the Servicer
                with, this Agreement or, if required, such
                approval has been obtained prior to the
                Cut-off Date, except to the extent that
                the failure of the Servicer to be
                qualified as a foreign limited partnership
                or licensed in one or more states is not
                necessary for the enforcement of the
                Mortgage Loans.


                           49

<PAGE>



         (b) The Special Servicer hereby represents, warrants and covenants that
as of the Closing Date:

         (i)    The Special Servicer is a limited
                partnership, duly organized, validly
                existing and in good standing under the
                laws of the State of Missouri and has all
                licenses necessary to carry on its
                business as now being conducted or 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 Specially Serviced
                Mortgage Loan in accordance with the terms
                of this Agreement;

         (ii)     The Special Servicer has the full
                  partnership power, authority and legal
                  right to execute and deliver this
                  Agreement and to perform in accordance
                  herewith; the execution and delivery of
                  this Agreement by the Special Servicer
                  and its performance and compliance with
                  the terms of this Agreement do not
                  violate the Special Servicer's
                  certificate of limited partnership 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
                  contract, agreement or other instrument
                  to which the Special Servicer is a party
                  or which may be applicable to the
                  Special Servicer or any of its assets,
                  which default or breach would have
                  consequences that would materially and
                  adversely affect the condition
                  (financial or otherwise) or operations
                  of the Special Servicer or its
                  properties, taken as a whole, or impair
                  the ability of the Trust Fund to realize
                  on the Specially Serviced Mortgage Loans;

         (iii)    This Agreement has been duly and validly
                  authorized, executed and delivered by
                  the Special Servicer and, assuming due
                  authorization, execution and delivery by
                  the other parties hereto, constitutes a
                  legal, valid and binding obligation of
                  the Special Servicer, enforceable
                  against it in accordance with the terms
                  of this Agreement, except as such
                  enforcement may be limited by
                  bankruptcy, insolvency, reorganization,
                  liquidation, receivership, moratorium or
                  other laws relating to or affecting
                  creditors' rights generally, or by
                  general principles of equity (regardless
                  of whether such enforceability is
                  considered in a proceeding in equity or
                  at law);

         (iv)   The Special Servicer is not in violation
                of, and the execution and delivery of this
                Agreement by the Special Servicer and its
                performance and compliance with the terms
                of this Agreement will not constitute a
                violation with respect to, any order or
                decree of any court or any order or
                regulation of any federal, state,
                municipal or governmental agency having
                jurisdiction, or result in the creation or
                imposition of any lien, charge or
                encumbrance which, in any such event,
                would have consequences that would
                materially and adversely affect the
                condition (financial or otherwise) or
                operations of the Special Servicer or its


                           50

<PAGE>



                properties taken as a whole or impair the
                ability of the Trust Fund to realize on
                the Specially Serviced Mortgage Loans;

         (v)    There is no action, suit or proceeding
                pending or, to the knowledge of the
                Special Servicer, threatened, against the
                Special Servicer which, either in any one
                instance or in the aggregate, would result
                in any material adverse change in the
                business, operations or financial
                condition of the Special Servicer or
                would, if adversely determined, materially
                impair the ability of the Special Servicer
                to perform under the terms of this
                Agreement or which would draw into
                question the validity of this Agreement or
                the Specially Serviced Mortgage Loans or
                of any action taken or to be taken in
                connection with the obligations of the
                Special Servicer contemplated herein; and

         (vi)   No consent, approval, authorization or
                order of, or registration or filing with,
                or notice to any court or governmental
                agency or body is required for the
                execution, delivery and performance by the
                Special Servicer of, or compliance by the
                Special Servicer with, this Agreement or,
                if required, such approval has been
                obtained prior to the Cut-off Date, except
                to the extent that the failure of the
                Special Servicer to be qualified as a
                foreign limited partnership or licensed in
                one or more states is not necessary for
                the enforcement of the Specially Serviced
                Mortgage Loans.

         (c) It is understood and agreed that the representations and warranties
set forth in this Section shall survive  delivery of the Trustee  Mortgage Files
to the Trustee or the Custodian on behalf of the Trustee  until the  termination
of this  Agreement,  and  shall  inure to the  benefit  of the  Trustee  and the
Depositor.  Upon discovery by the Depositor,  the Servicer, the Special Servicer
or a Responsible Officer of the Trustee (or upon written notice thereof from any
Certificateholder)  of a breach of any of the representations and warranties set
forth in this Section which  materially  and adversely  affects the interests of
the  Certificateholders,  the Servicer, the Special Servicer or the Trustee with
respect to any  Mortgage  Loan,  the party  discovering  such breach  shall give
prompt written notice to the other parties hereto and to the Rating Agencies.

         SECTION 2.5.      Execution and Delivery of
                           Certificates; Issuance of REMIC
                           I Regular Interests.

         The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery to it of the Trustee Mortgage Files to the Custodian (to the extent
the documents  constituting the Trustee Mortgage Files are actually delivered to
the  Custodian),  subject to the  provisions of Section 2.1 and Section 2.2 and,
concurrently  with such delivery,  (i)  acknowledges  the issuance of and hereby
declares  that it holds the REMIC I Regular  Interests on behalf of REMIC II and
the Holders of the Regular  Certificates  and the Class R-II  Certificates;  and
(ii) has caused to be executed and caused to be  authenticated  and delivered to
or upon  the  order  of the  Depositor,  or as  directed  by the  terms  of this
Agreement, Class A-1, Class A-2, Class


                           51

<PAGE>



A-EC,  Class B,  Class C,  Class D, Class E, Class F, Class G, Class H, Class J,
Class K,  Class L-1,  Class L-2,  Class  R-I,  and Class  R-II  Certificates  in
authorized denominations, in each case registered in the names set forth in such
order of
the Depositor or as so directed in this Agreement and duly  authenticated by the
Authenticating  Agent,  which  Certificates  (described in the preceding  clause
(ii)) evidence ownership of the entire Trust Fund.

         SECTION 2.6.      Miscellaneous REMIC Provisions.

         (a) The Class A-L-1,  Class  A-L-2,  Class B-L,  Class C-L,  Class D-L,
Class E-L,  Class F-L,  Class G-L, Class H-L, Class J-L, Class K-L and Class L-L
Interests  are hereby  designated  as "regular  interests" in REMIC I within the
meaning of Section  860G(a)(1) of the Code, and the Class R-I  Certificates  are
hereby  designated  as the sole class of "residual  interests" in REMIC I within
the meaning of Section  860G(a)(2) of the Code.  The Class A-1, Class A-2, Class
A-EC,  Class B,  Class C,  Class D, Class E, Class F, Class G, Class H, Class J,
Class K, Class L-1 and Class L-2 Certificates are hereby  designated as "regular
interests" in REMIC II within the meaning of Section  860G(a)(1) of the Code and
the Class R-II Certificates are hereby designated as the sole class of "residual
interests" in REMIC II within the meaning of Section 860G(a)(2) of the Code. The
Closing Date is hereby  designated  as the "Startup Day" of REMIC I and REMIC II
within the  meaning of Section  860G(a)(9)  of the Code.  The  "latest  possible
maturity date" of the REMIC I Regular Interests and the Regular Certificates for
purposes of Code Section  860G(a)(1) is the Scheduled Final  Distribution  Date.
The initial  Certificate  Balance of each Class of REMIC I Regular  Interests is
equal to the  Certificate  Balance of the  Related  Class of  Certificates.  The
pass-through rate of each Class of REMIC I Regular Interests is a per annum rate
equal to the REMIC I Pass-Through Rate.

         (b) None of the Depositor,  Trustee,  Fiscal Agent, Special Servicer or
Servicer shall enter into any arrangement by which the Trust Fund will receive a
fee or other  compensation for services other than as specifically  contemplated
herein.

         SECTION 2.7.      Documents Not Delivered to
                                   Custodian.

         All original documents relating to the Mortgage Loans which are part of
the Servicer  Mortgage File are and shall be held by the Servicer,  in trust for
the  benefit  of the  Trustee  on  behalf of the  Certificateholders.  The legal
ownership  of all records  and  documents  with  respect to each  Mortgage  Loan
prepared by or which come into the possession of the Servicer shall  immediately
vest in the Trustee, in trust for the benefit of the Certificateholders.




                           52

<PAGE>



                                   ARTICLE III

                          ADMINISTRATION AND SERVICING
                              OF THE MORTGAGE LOANS

         SECTION 3.1.      Servicer to Act as
                           Servicer; Special
                           Servicer to Act as
                           Special Servicer;
                           Administration of the
                           Mortgage Loans.

         (a) The  Servicer  and the  Special  Servicer,  each as an  independent
contractor,  shall service and  administer the Mortgage Loans (or in the case of
the Special Servicer, the Specially Serviced Mortgage Loans and the REO Mortgage
Loans) on behalf of the Trust Fund solely in the best  interests of, and for the
benefit  of, all of the  Certificateholders  and the Trustee (as trustee for the
Certificateholders)  in  accordance  with the  terms of this  Agreement  and the
respective Mortgage Loans. In furtherance of, and to the extent consistent with,
the  foregoing,  and except to the extent  that this  Agreement  provides  for a
contrary  specific  course  of  action,  each of the  Servicer  and the  Special
Servicer shall service and administer  each Mortgage Loan (x) in the same manner
in which, and with the same care,  skill,  prudence and diligence with which, it
services  and  administers   similar   mortgage  loans  for  other   third-party
portfolios,  giving  due  consideration  to  customary  and usual  standards  of
practice of prudent  institutional  commercial mortgage loan servicers used with
respect to loans  comparable to the Mortgage Loans, or (y) in the same manner in
which,  and with the same care,  skill,  prudence and diligence  with which,  it
services  and  administers  similar  mortgage  loans  which it  owns,  whichever
standard  of care is  higher,  and taking  into  account  its other  obligations
hereunder, but without regard to:

         (i)    any other relationship that the Servicer,  the Special Servicer,
                any sub- servicer or any Affiliate of the Servicer,  the Special
                Servicer or any subservicer  may have with the related  Borrower
                or any Affiliate of such Borrower;

         (ii)     the ownership of any Certificate by the
                  Servicer, the Special Servicer or any
                              Affiliate of either;

         (iii)    the Servicer's, the Trustee's or the Fiscal Agent's obligation
                  to  make  P&I  Advances  or  Property  Advances  or  to  incur
                  servicing expenses with respect to such Mortgage Loan;

         (iv)   the  Servicer's,  the Special  Servicer's or any  sub-servicer's
                right to receive compensation for its services hereunder or with
                respect to any particular transaction; or

         (v)    the  ownership  or  servicing  or  management  for others by the
                Servicer, the Special Servicer or any sub-servicer, of any other
                mortgage loans or property.



                           53

<PAGE>



         The  standards  set forth  above  with  respect  to the  conduct of the
Servicer  and the  Special  Servicer  in the  performance  of  their  respective
obligations  under  this  Agreement  is  herein  referred  to as the  "Servicing
Standard."

         The  Servicer's  or the Special  Servicer's  liability  for actions and
omissions in its capacity as Servicer or Special  Servicer,  as the case may be,
hereunder is limited as provided herein (including, without limitation, pursuant
to Section 6.3). To the extent  consistent with the foregoing and subject to any
express  limitations set forth in this  Agreement,  the Servicer and the Special
Servicer  shall use its best efforts to seek to maximize the timely and complete
recovery of principal and interest on the Notes; provided, however, that nothing
herein  contained  shall be construed as an express or implied  guarantee by the
Servicer or the Special  Servicer of the  collectability  of the Mortgage Loans.
Subject  only to the  above-described  Servicing  Standard and the terms of this
Agreement and of the  respective  Mortgage  Loans,  the Servicer and the Special
Servicer  shall  have  full  power  and  authority,   acting  alone  or  through
sub-servicers (subject to paragraph (d) of this Section 3.1 and to Section 3.2),
to do or cause to be done any and all things in connection  with such  servicing
and administration which they may deem necessary or desirable.  Without limiting
the generality of the foregoing,  the Servicer and the Special  Servicer  shall,
and each is hereby  authorized  and empowered by the Trustee to, with respect to
each  Mortgage Loan and the related  Mortgaged  Property,  prepare,  execute and
deliver, on behalf of the Certificateholders and the Trustee or any of them, any
and all financing  statements,  continuation  statements and other  documents or
instruments necessary to maintain the lien on the related Mortgaged Property and
related  collateral;  any modifications,  waivers,  consents or amendments to or
with  respect to any  Mortgage  Loan or any  documents  contained in the related
Mortgage File; and any and all instruments of satisfaction or  cancellation,  or
of partial or full release or discharge,  and all other comparable  instruments,
if, in its  reasonable  judgment,  such action is in the best  interests  of the
Certificateholders and is in accordance with, or is required by, this Agreement.
Notwithstanding  the  foregoing,  neither the Servicer nor the Special  Servicer
shall  modify,  amend,  waive or  otherwise  consent to the change of the stated
Maturity Date of any Mortgage  Loan, the payment of principal of, or interest or
Default  Interest on, any Mortgage  Loan, or any other term of a Mortgage  Loan,
unless (a) such modification, amendment, waiver or consent is not a "significant
modification" under Section 1001 of the Code,  including proposed,  temporary or
final  Treasury   regulations   thereunder,   or  Treasury  Regulations  Section
1.860G-2(b)(3)  (other  than  clause  (i)  thereof),  (b)  to  the  extent  such
modification,  amendment,  waiver or consent  would  constitute  a  "significant
modification"  under the preceding  clause (a), such Mortgage Loan is in default
or a default with respect thereto is reasonably  foreseeable or (c) permitted by
Section  3.10;  provided,  however,  that  neither the  Servicer nor the Special
Servicer  may  agree  to any  retroactive  modification,  amendment,  waiver  or
consent.  The Servicer and the Special Servicer shall service and administer the
Mortgage  Loans in accordance  with  applicable  state and federal law and shall
provide to the  Borrowers  any reports  required to be provided to them thereby.
Subject  to Section  3.11,  the  Trustee  shall,  upon the  receipt of a written
request of a Servicing  Officer,  execute and  deliver to the  Servicer  and the
Special  Servicer  any powers of attorney  and other  documents  prepared by the
Servicer or the Special  Servicer and necessary or appropriate  (as certified in
such written  request) to enable the Servicer and the Special  Servicer to carry
out their servicing and administrative duties hereunder; provided, however, that
the  Trustee  shall not be liable  for any  actions of the  Servicer  or Special
Servicer under any such powers of attorney.


                           54

<PAGE>



         (b) Unless  otherwise  provided in the related Note, the Servicer shall
apply any partial  Principal  Prepayment  received on a Mortgage  Loan on a date
other than a Due Date to the  principal  balance of such Mortgage Loan as of the
Due Date  immediately  following  the date of receipt of such partial  Principal
Prepayment.

         (c)    [Reserved].

         (d) The Servicer or the Special  Servicer may enter into  sub-servicing
agreements with third parties with respect to any of its respective  obligations
hereunder,  provided that (1) any such  agreement  shall be consistent  with the
provisions of this Agreement and (2) no sub-servicer retained by the Servicer or
the Special  Servicer shall grant any  modification,  waiver or amendment to any
Mortgage Loan without the approval of the Servicer or the Special  Servicer,  as
applicable,  and (3) such agreement  shall be consistent  with the standards set
forth in  Section  3.1(a).  Any such  sub-servicing  agreement  may  permit  the
sub-servicer to delegate its duties to agents or  subcontractors  so long as the
related  agreements  or  arrangements  with such  agents or  subcontractors  are
consistent with the provisions of this Section 3.1(d).

         Any sub-servicing agreement entered into by the Servicer or the Special
Servicer,  shall  provide that it may be assumed or terminated by the Trustee if
the Trustee or a successor  Servicer or Special  Servicer has assumed the duties
of the  Servicer  or the  Special  Servicer,  as  applicable,  without  cost  or
obligation  to the  assuming or  terminating  party or the Trust Fund,  upon the
assumption  by the  Trustee or a successor  Servicer or Special  Servicer of the
obligations of the Servicer or the Special Servicer, as applicable,  pursuant to
Section 7.2.

         Any  sub-servicing  agreement,  and any other  transactions or services
relating to the Mortgage Loans involving a  sub-servicer,  shall be deemed to be
between  the  Servicer  or  the  Special  Servicer,  as  applicable,   and  such
sub-servicer  alone,  and the  Trustee and the  Certificateholders  shall not be
deemed parties thereto and shall have no claims, rights, obligations,  duties or
liabilities with respect to the sub-servicer,  including the Depositor acting in
such capacity, except as set forth in Section 3.1(e).

         (e) If the  Trustee  or any  successor  Servicer  or  Special  Servicer
assumes the obligations of the Servicer or the Special Servicer,  as applicable,
in  accordance  with  Section  7.2,  the Trustee or such  successor  Servicer or
Special  Servicer,  to the  extent  necessary  to  permit  the  Trustee  or such
successor  Servicer or Special  Servicer to carry out the  provisions of Section
7.2,  shall,  without act or deed on the part of the  Trustee or such  successor
Servicer or Special  Servicer,  succeed to all of the rights and  obligations of
the Servicer or Special Servicer under any sub-servicing  agreement entered into
by the Servicer or Special Servicer  pursuant to Section 3.1(d),  subject to the
right of termination by the Trustee set forth in Section 3.1(d).  In such event,
the Trustee or such  successor  Servicer or Special  Servicer shall be deemed to
have assumed all of the Servicer's or Special  Servicer's  interest therein (but
not any  liabilities  or  obligations  in  respect of acts or  omissions  of the
Servicer  or  Special  Servicer  prior to such  deemed  assumption)  and to have
replaced the Servicer or the Special Servicer, as applicable, as a party to such
sub-servicing  agreement to the same extent as if such  sub-servicing  agreement
had been  assigned to the Trustee or such  successor  Servicer,  except that the
Servicer or the


                           55

<PAGE>



Special  Servicer  shall not thereby be relieved of any liability or obligations
under such  sub-servicing  agreement  that accrued  prior to the  assumption  of
duties hereunder by the Trustee or such successor Servicer or Special Servicer.

         In the event that the  Trustee  or any  successor  Servicer  or Special
Servicer  assumes  the  servicing  obligations  of the  Servicer  or the Special
Servicer,  as the case may be,  upon  request of the  Trustee or such  successor
Servicer  or  Special  Servicer,  as the case may be,  the  Servicer  or Special
Servicer  shall,  at its own expense,  deliver to the Trustee or such  successor
Servicer  or Special  Servicer  (as the case may be) all  documents  and records
relating  to any  sub-servicing  agreement  and the  Mortgage  Loans  then being
serviced  thereunder  and an accounting of amounts  collected and held by it, if
any, and the Servicer will  otherwise use its best efforts to effect the orderly
and  efficient  transfer of any  sub-servicing  agreement to the Trustee or such
successor Servicer.

         SECTION 3.2.      Liability of the Servicer.

         Notwithstanding any sub-servicing  agreement,  any of the provisions of
this Agreement  relating to agreements or  arrangements  between the Servicer or
Special  Servicer  and any  Person  acting  as  sub-servicer  (or its  agents or
subcontractors)  or any  reference to actions taken through any Person acting as
sub-servicer or otherwise,  the Servicer or the Special Servicer, as applicable,
shall remain obligated and liable to the Trustee and  Certificateholders for the
servicing  and  administering  of the  Mortgage  Loans  in  accordance  with the
provisions of this Agreement without  diminution of such obligation or liability
by virtue  of such  sub-servicing  agreements  or  arrangements  or by virtue of
indemnification  from the Depositor or any Person acting as sub-servicer (or its
agents or  subcontractors)  to the same  extent  and  under  the same  terms and
conditions as if the Servicer or Special Servicer, as applicable, were servicing
and  administering  the  Mortgage  Loans  alone.  The  Servicer  or the  Special
Servicer,  as applicable,  shall be entitled to enter into an agreement with any
sub-servicer  providing  for  indemnification  of the  Servicer  or the  Special
Servicer,  as applicable,  by such  sub-servicer,  and nothing contained in this
Agreement shall be deemed to limit or modify such  indemnification,  but no such
agreement for indemnification shall be deemed to limit or modify this Agreement.

         SECTION 3.3.      Collection of Certain Mortgage
                           Loan Payments.

         The  Servicer  and the  Special  Servicer  shall  make best  efforts to
collect all payments  called for under the terms and  provisions of the Mortgage
Loans when the same shall be due and payable,  and shall follow such  collection
procedures as are consistent  with the Servicing  Standard,  including using its
best  efforts in  accordance  with the  Servicing  Standard  to  collect  income
statements and rent rolls from the related  Borrowers as required by the related
Mortgage  Loan  Documents  and  providing  (in the  case of the  Servicer  only)
reasonable advance notice to such Borrowers of Balloon Payments due with respect
to such  Mortgage  Loans.  Consistent  with the  foregoing,  the Servicer or the
Special  Servicer,  as applicable,  may in its discretion waive any late payment
charge,  Default  Interest or penalty  fees in  connection  with any  delinquent
Monthly Payment or Balloon Payment with respect to any Mortgage Loan.



                           56

<PAGE>



         SECTION 3.4.      Collection of Taxes,
                           Assessments and
                           Similar Items.

         (a) With respect to each Mortgage Loan (other than REO Mortgage Loans),
the  Servicer  shall  maintain  accurate  records  with  respect to each related
Mortgaged Property reflecting the status of taxes, assessments and other similar
items  that are or may become a lien on such  related  Mortgaged  Property,  the
status of insurance  premiums  payable  with respect  thereto and the amounts of
Escrow Payments,  if any,  required in respect  thereof.  From time to time, the
Servicer  shall (i)  obtain all bills for the  payment of such items  (including
renewal  premiums),  and (ii) effect  payment of all such bills with  respect to
each such  Mortgaged  Property  prior to the  applicable  penalty or termination
date, in each case employing for such purpose  Escrow  Payments as allowed under
the terms of such  Mortgage  Loan.  If a Borrower  fails to make any such Escrow
Payment on a timely basis or collections  from such Borrower are insufficient to
pay any such item  before  the  applicable  penalty  or  termination  date,  the
Servicer  shall (in  accordance  with Section 3.8 with respect to the payment of
insurance  premiums)  advance the amount necessary to effect payment of any such
item, unless the Servicer, in its good faith business judgment,  determines that
such Advance  would be a  Nonrecoverable  Advance.  With respect to any Mortgage
Loan as to which the related  Borrower is not required to make Escrow  Payments,
if such Borrower  fails to effect  payment of any such bill,  then, the Servicer
shall (in  accordance  with Section 3.8 with respect to the payment of insurance
premiums)  advance the amount necessary to effect payment of any such bill on or
before the applicable penalty or termination date; provided,  that, with respect
to the payment of taxes and  assessments,  the Servicer  shall make such advance
within five Business Days after the Servicer has received confirmation that such
item has not been paid.  The  Servicer  shall be  entitled to  reimbursement  of
Property  Advances  that it  makes  pursuant  to the  preceding  sentence,  with
interest  thereon at the Advance Rate, from amounts received on or in respect of
the Mortgage Loan  respecting  which such  Property  Advance was made or if such
Property Advance has become a Nonrecoverable Advance, to the extent permitted by
Section 3.6 of this  Agreement.  No costs  incurred by the Servicer in effecting
the payment of taxes and assessments on the Mortgaged  Properties shall, for the
purpose of  calculating  distributions  to  Certificateholders,  be added to the
amount owing under the related Mortgage Loans, notwithstanding that the terms of
such Mortgage Loans so permit.

         (b) The  Servicer  shall  segregate  and hold all funds  collected  and
received pursuant to any Mortgage Loan constituting Escrow Payments separate and
apart  from any of its own funds and  general  assets  and shall  establish  and
maintain one or more segregated  custodial  accounts (each, an "Escrow Account")
into which all Escrow  Payments  shall be deposited  within one (1) Business Day
after  receipt.  The Servicer  shall also  deposit into each Escrow  Account any
amounts representing losses on Permitted Investments in which amounts on deposit
in such Escrow  Account have been  invested  pursuant to Section  3.7(b) and any
Insurance  Proceeds,  Condemnation  Proceeds or  Liquidation  Proceeds which are
required to be applied to the  restoration  or repair of the  related  Mortgaged
Property  pursuant  to the  related  Mortgage  Loan.  Escrow  Accounts  shall be
entitled,  "Midland  Loan  Services,  L.P.,  as  Servicer,  in trust for LaSalle
National  Bank,  as Trustee in trust for  Holders of Midland  Realty  Acceptance
Corp. Commercial Mortgage Pass-Through Certificates, Series 1996-C2, and Various
Borrowers." Withdrawals from an Escrow Account may be made by the Servicer only:



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<PAGE>



         (i)    to effect timely payments of items with
                respect to which Escrow Payments are
                required pursuant to the related Mortgage;

         (ii)     to transfer funds to the Collection
                  Account to reimburse the Servicer, the
                  Trustee or the Fiscal Agent, as
                  applicable, for any Advance relating to
                  Escrow Payments, but only from amounts
                  received with respect to the related
                  Mortgage Loan which represent late
                  collections of Escrow Payments
                  thereunder;

         (iii)    for  application  to the  restoration or repair of the related
                  Mortgaged  Property in  accordance  with the related  Mortgage
                  Loan and the Servicing Standard;

         (iv)   to clear and terminate such Escrow Account
                upon the termination of this Agreement;

         (v)    to pay from time to time to the Servicer
                any interest or investment income earned
                on funds deposited in such Escrow Account
                pursuant to Section 3.7(b) to the extent
                (a) permitted by law and (b) not required
                to be paid to the related Borrower under
                the terms of the related Mortgage Loan or
                by law, or to pay such interest or income
                to the related Borrower if such income is
                required to paid to the related Borrower
                under law or by the terms of the related
                Mortgage Loan;

         (vi)   to remit to the related Borrower the
                Financial and Lease Reporting Fee as and
                when required pursuant to the related
                Mortgage; and

         (vii)    to remove any funds deposited in such Escrow Account that were
                  not required to be deposited therein.

         SECTION 3.5.      Collection Account;
                           Distribution Account.

         (a) The Servicer shall establish and maintain the Collection Account in
the Trustee's  name, for the benefit of the  Certificateholders.  The Collection
Account shall be established and maintained as an Eligible Account. The Servicer
shall  deposit or cause to be deposited  in the  Collection  Account  within one
Business Day following receipt the following  payments and collections  received
or made by it on or with respect to the Mortgage Loans:

         (i)    all payments on account of principal on
                the Mortgage Loans, including the
                principal component of Unscheduled
                Payments on the Mortgage Loans;

         (ii)     all payments on account of interest and
                  Default Interest on the Mortgage Loans
                  and the interest portion of all
                  Unscheduled Payments and all Prepayment
                  Premiums;



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<PAGE>



         (iii)    any  amounts  required  to be  deposited  pursuant  to Section
                  3.7(b)  in  connection   with  losses  realized  on  Permitted
                  Investments  with  respect  to  funds  held in the  Collection
                  Account  and  pursuant  to  Section  3.25 in  connection  with
                  Prepayment Interest Shortfalls;

         (iv)   (x)  all  Net  REO  Proceeds  transferred  from  an REO  Account
                pursuant to Section 3.17(b) and (y) all  Condemnation  Proceeds,
                Insurance Proceeds and Net Liquidation  Proceeds not required to
                be applied to the restoration or repair of the related Mortgaged
                Property;

         (v)    any amounts received from Borrowers which
                represent recoveries of Property Advances
                made pursuant to Section 3.4; and

         (vi)   any other amounts required by the
                provisions of this Agreement to be
                deposited into the Collection Account by
                the Servicer or the Special Servicer,
                including, without limitation, proceeds of
                any purchase or repurchase of a Mortgage
                Loan pursuant to Section 2.3(d) or
                (e), Section 3.18 or Section 9.1.

         The foregoing requirements for deposits in the Collection Account shall
be  exclusive,  it being  understood  and  agreed  that,  without  limiting  the
generality  of the  foregoing,  payments in the nature of late payment  charges,
late fees, NSF check charges,  Assumption  Fees,  loan  modification  fees, loan
service  transaction fees,  extension fees, demand fees,  beneficiary  statement
charges and similar fees need not be deposited in the Collection  Account by the
Servicer  and, to the extent  permitted by  applicable  law, the Servicer or the
Special  Servicer,  as applicable,  shall be entitled to retain any such charges
and fees  received  with  respect to the Mortgage  Loans.  In the event that the
Servicer  deposits  in the  Collection  Account  any amount not  required  to be
deposited  therein,  the Servicer may at any time  withdraw such amount from the
Collection Account, any provision herein to the contrary notwithstanding.

         (b) The Trustee shall establish and maintain the  Distribution  Account
in the name of the Trustee, in trust for the benefit of the  Certificateholders.
The  Distribution  Account shall be  established  and  maintained as an Eligible
Account.

         (c) Funds in the Collection Account and the Distribution Account may be
invested in Permitted  Investments in accordance  with the provisions of Section
3.7. The Servicer  shall give written  notice to the Trustee of the location and
account number of the Collection Account and shall notify the Trustee in writing
prior to any subsequent change thereof.

         SECTION 3.6.      Permitted Withdrawals from the
                           Collection Account.

         The Servicer may make withdrawals  from the Collection  Account only as
described below (the order set forth below not constituting an order of priority
for such withdrawals):



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<PAGE>



         (i)    to remit to the Trustee, for deposit in
                the Distribution Account, the amounts
                required to be deposited in the
                Distribution Account pursuant to Section
                4.6;

         (ii)     to pay or reimburse the Servicer, the
                  Trustee or the Fiscal Agent for
                  Advances, the right of the Servicer, the
                  Trustee or the Fiscal Agent to reimburse
                  itself pursuant to this clause (ii)
                  being limited to either (x) any
                  collections on or in respect of the
                  particular Mortgage Loan or REO Property
                  respecting which each such Advance was
                  made, or (y) any other amounts in the
                  Collection Account in the event that
                  such Advances have been deemed to be
                  Nonrecoverable Advances or are not
                  recovered from recoveries in respect of
                  the related Mortgage Loan or REO
                  Property after a Final Recovery
                  Determination;

         (iii)    to pay to the Servicer, the Trustee or
                  the Fiscal Agent the Advance Interest
                  Amount;

         (iv)   to pay on or before each Remittance Date
                to the Servicer and the Special Servicer,
                as applicable, as compensation, the unpaid
                Servicing Fee and Special Servicing Fee,
                respectively, in respect of the related
                Distribution Date (in each case, reduced
                up to the amount of any Prepayment
                Interest Shortfalls with respect to such
                Distribution Date, in accordance with
                Section 3.25), to be paid, in the case
                of the Servicing Fee, from interest
                received on the related Mortgage Loans,
                and to pay from time to time, to the
                Servicer any interest or investment income
                earned on funds deposited in the
                Collection Account, and to pay to the
                Servicer as additional Servicing
                Compensation any Prepayment Interest
                Surplus received in the preceding
                Collection Period and to pay to the
                Servicer or the Special Servicer, as
                applicable, any other amounts constituting
                Servicing Compensation;

         (v)    to pay on or before each Distribution Date
                to the Depositor, the Mortgage Loan Seller
                or the purchaser of any Specially Serviced
                Mortgage Loan or REO Property, as the case
                may be, with respect to each Mortgage Loan
                or REO Property that has previously been
                purchased or repurchased by it pursuant to
                Section 2.3(d), 2.3(e), Section
                3.18 or Section 9.1, all amounts
                received thereon during the related
                Collection Period and subsequent to the
                effective date of such purchase or
                repurchase.

         (vi)   to the extent not reimbursed or paid
                pursuant to any other clause of this
                Section 3.6, to reimburse or pay the
                Servicer, the Special Servicer, the
                Trustee, the Depositor and/or the Fiscal
                Agent for unpaid items incurred by or on
                behalf of such Person pursuant to Section
                3.7(c), Section 3.10, Section
                3.12(d), Section 3.17(a),
                (b) and (c), Section 3.18(a),
                6.3, 7.4, 8.5(d),
                9.1(d) or Section 10.7, or any
                other provision


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<PAGE>



                of this  Agreement  pursuant to which such Person is entitled to
                reimbursement  or payment from the Trust Fund, in each case only
                to  the  extent   reimbursable  under  such  Section,  it  being
                acknowledged that this clause (vi) shall not be deemed to modify
                the substance of any such Section,  including the  provisions of
                such  Section  that set  forth  the  extent  to which one of the
                foregoing   Persons  is  or  is  not   entitled  to  payment  or
                reimbursement;

         (vii)    to deposit in one or more separate,
                  non-interest bearing accounts any amount
                  reasonably determined by the Trustee to
                  be necessary to pay any applicable
                  federal, state or local taxes imposed on
                  REMIC I and REMIC II under the
                  circumstances and to the extent
                  described in Section 4.5;

         (viii)   to withdraw any amount deposited into
                  the Collection Account that was not
                  required to be deposited therein; and

         (ix)   to clear and terminate the Collection
                Account pursuant to Section 9.1.

         The Servicer shall keep and maintain separate accounting, on a Mortgage
Loan-  by-Mortgage Loan basis, for the purpose of justifying any withdrawal from
the Collection Account pursuant to subclauses (ii) - (viii) above.

         The Servicer shall pay to the Trustee,  the Fiscal Agent or the Special
Servicer  from the  Collection  Account  (to the  extent  permitted  by  clauses
(i)-(viii) above) amounts permitted to be paid to the Trustee,  the Fiscal Agent
or the Special Servicer  therefrom,  promptly upon receipt of a certificate of a
Responsible  Officer  of the  Trustee,  an  officer  of the  Fiscal  Agent  or a
Servicing  Officer of the Special Servicer,  as applicable,  describing the item
and amount to which the  Trustee,  the Fiscal  Agent or the Special  Servicer is
entitled.  The Servicer may rely  conclusively on any such certificate and shall
have no duty to recalculate the amounts stated therein.

         The Trustee,  the Fiscal Agent,  the Special  Servicer and the Servicer
shall in all cases have a right prior to the  Certificateholders to any funds on
deposit in the  Collection  Account from time to time for the  reimbursement  or
payment of Servicing Compensation, Advances (subject to the limitation set forth
in Section 3.6(ii)) and their respective  expenses  (including  Advance Interest
Amounts) hereunder to the extent such expenses are to be reimbursed or paid from
amounts on deposit in the Collection Account pursuant to this Agreement.

         SECTION 3.7.      Investment of Funds in the
                           Collection Account, the
                           Distribution Account and the
                           Reserve Accounts.

         (a) The  Servicer  (or with  respect to any REO  Account,  the  Special
Servicer) may direct (or, with respect to the  Distribution  Account,  cause the
Trustee  to  direct)  any  depository  institution  maintaining  the  Collection
Account, the Distribution Account, any


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<PAGE>



REO  Account or  (subject  to  applicable  laws and the  related  Mortgage  Loan
Documents)  any Reserve  Accounts  (each,  for  purposes of this Section 3.7, an
"Investment  Account") to invest the funds in such Investment  Account in one or
more  Permitted  Investments  that bear interest or are sold at a discount,  and
that mature,  unless payable on demand, no later than the Business Day preceding
the date on which such funds are required to be withdrawn  from such  Investment
Account pursuant to this Agreement;  provided,  however, that all investments in
the  Distribution  Account,  including those payable on demand,  shall mature no
later than the Business Day prior to the next  Distribution  Date. Any direction
by the Servicer (or with  respect to an REO  Account,  the Special  Servicer) to
invest funds on deposit in an  Investment  Account shall be in writing and shall
certify that the requested investment is a Permitted Investment which matures at
or prior to the time required hereby or is payable on demand. In the case of any
Reserve Account,  the Servicer shall act upon the written request of the related
Borrower  or Manager to the extent the  Servicer  is required to do so under the
terms of the related Mortgage Loan,  provided that in the absence of appropriate
written  instructions  from such Borrower or Manager meeting the requirements of
this Section 3.7, the Servicer shall have no obligation to, but will be entitled
to, direct the investment of funds in such Reserve Accounts.  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) or in the name of a nominee of the  Trustee.  The Trustee
shall have sole control (except with respect to investment direction which shall
be in the sole control of the Servicer or the Special  Servicer,  as applicable,
as an  independent  contractor to the Trust Fund) over each such  investment and
any  certificate or other  instrument  evidencing any such  investment  shall be
delivered  directly to the Trustee or its agent  (which  shall  initially be the
Servicer), together with any document of transfer, if any, necessary to transfer
title to such  investment to the Trustee or its nominee.  The Trustee shall have
no responsibility or liability with respect to the investment  directions of the
Servicer or the Special Servicer or any losses resulting therefrom, whether from
Permitted  Investments  or  otherwise.  In the event  amounts  on  deposit in an
Investment Account are at any time invested in a Permitted Investment payable on
demand, the Servicer or the Special Servicer, as applicable, 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  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 the Servicer or
                       the Special Servicer, as
                       applicable, that such Permitted
                       Investment would not constitute a
                       Permitted Investment in respect of
                       funds thereafter on deposit in the
                       related Investment Account.

         (b) All income and gain realized from  investment of funds deposited in
the Collection Account,  the Distribution  Account and any Reserve Account as to
which the related  Borrower is not entitled to interest thereon shall be for the
benefit of the Servicer  (other than income or gain realized from  investment of
funds on deposit in the Distribution Account made


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<PAGE>



by the Trustee on the Business Day prior to any  Distribution  Date that matures
on such  Distribution  Date) and all income and gain realized from investment of
funds  deposited  in any REO  Account  shall be for the  benefit of the  Special
Servicer  and,  other than with  respect  to the  Distribution  Account,  may be
withdrawn by the Servicer or the Special Servicer,  as applicable,  from time to
time in accordance  with Section 3.6 and Section  3.17(b),  as  applicable.  The
Servicer  may request  that the Trustee  withdraw  and remit to the Servicer all
amounts  due to it with  respect to the  Distribution  Account  pursuant  to the
preceding  sentence.  The  Servicer  shall  deposit  from  its own  funds in the
Collection Account and the Distribution  Account, as the case may be, the amount
of any loss  incurred in respect of any such  Permitted  Investment  immediately
upon  realization  of such loss and the Special  Servicer shall deposit from its
own funds in any REO Account  the amount of any loss  incurred in respect of any
such  Permitted  Investment  immediately  upon  realization  of such  loss.  The
Servicer shall also deposit into each Reserve  Account any amounts  representing
losses  on  Permitted  Investments  in which  such  Reserve  Accounts  have been
invested,  except to the extent that amounts are invested for the benefit of the
Borrower  under  applicable  law or the terms of the related  Mortgage Loan. The
income and gain  realized  from  investment  of funds  deposited  in any Reserve
Account  shall be paid from time to time to the  related  Borrower to the extent
required under the Mortgage Loan or applicable law.

         (c) Except as otherwise  expressly  provided in this Agreement,  if any
default occurs in the making of a payment due under any Permitted Investment, or
if a default  occurs  in any  other  performance  required  under any  Permitted
Investment,  the Trustee  may,  and upon the request of Holders of  Certificates
representing a majority of the aggregate Voting Rights of any Class shall,  take
such  action as may be  appropriate  to enforce  such  payment  or  performance,
including the  institution and  prosecution of appropriate  proceedings.  In the
event the Trustee  takes any such action,  the Trust Fund shall pay or reimburse
the  Trustee  for  all  reasonable  out-of-pocket  expenses,  disbursements  and
advances incurred or made by the Trustee in connection  therewith.  In the event
that the  Trustee  does not take any such  action,  the  Servicer  may take such
action at its own cost and expense.

         SECTION 3.8.      Maintenance of
                           Insurance Policies and
                           Errors and Omissions
                           and Fidelity Coverage.

         (a) The Servicer on behalf of the Trustee, as mortgagee,  shall use its
best  efforts in  accordance  with the  Servicing  Standard to cause the related
Borrower to maintain for each Mortgage Loan (other than REO Mortgage Loans), and
if the Borrower  does not so maintain,  shall  itself  maintain  (subject to the
provisions of this Agreement concerning  Nonrecoverable  Advances) to the extent
the Trustee as mortgagee has an insurable  interest and to the extent  available
at commercially  reasonable  rates,  (A) fire and hazard insurance with extended
coverage on the related Mortgaged  Property in an amount which is at least equal
to  the  lesser  of  (i)  100%  of  the  then  "full  replacement  cost"  of the
improvements  and  equipment  (excluding  foundations,  footings and  excavation
costs),  without deduction for physical  depreciation,  and (ii) the outstanding
principal  balance  of the  related  Mortgage  Loan or such  other  amount as is
necessary to prevent any  reduction in such policy by reason of the  application
of co-insurance and to prevent the Trustee  thereunder from being deemed to be a
co-insurer,  in each case with a replacement cost rider, (B) insurance providing
coverage against 12 months of


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<PAGE>



rent  interruptions  and (C) such other insurance  (including  public  liability
insurance), in each case as required in the related Mortgage Loan Documents. The
Special  Servicer  shall  maintain,  to the  extent  available  at  commercially
reasonable  rates,  fire and hazard  insurance  from a  Qualified  Insurer  with
extended  coverage on each REO  Property in an amount which is at least equal to
100% of the then  "full  replacement  cost" of the  improvements  and  equipment
(excluding  foundations,  footings and excavation costs),  without deduction for
physical  depreciation.  The  Special  Servicer  shall  maintain,  to the extent
available at  commercially  reasonable  rates,  from a Qualified  Insurer,  with
respect to each REO  Property  (A) public  liability  insurance  providing  such
coverage  against  such  risks  as the  Servicer  or the  Special  Servicer,  as
applicable,  determines,  consistent with the related Mortgage and the Servicing
Standard,  to be in the best  interests of the Trust Fund, and shall cause to be
maintained  with respect to each REO Property (B) insurance  providing  coverage
against 12 months of rent interruptions,  and (C) such other insurance,  in each
case as required  in the related  Mortgage  Loan.  In the case of any  insurance
otherwise  required to be maintained  pursuant to this section that is not being
so maintained because the Servicer or the Special Servicer,  as applicable,  has
deemed that it is not available at commercially  reasonable  rates, the Servicer
or the Special Servicer,  as applicable,  shall deliver an Officer's Certificate
to the Trustee detailing the steps that the Servicer or the Special Servicer, as
applicable,  took in seeking  such  insurance  and the factors  which led to its
determination that such insurance is not so available.  Any amounts collected by
the Servicer or the Special  Servicer,  as  applicable,  under any such policies
(other than  amounts to be applied to the  restoration  or repair of the related
Mortgaged  Property or amounts to be released to the Borrower in accordance with
the  terms of the  related  Mortgage)  shall be  deposited  into the  Collection
Account pursuant to Section 3.5, subject to withdrawal  pursuant to Section 3.6.
Any cost incurred by the Servicer in maintaining  any such insurance  shall not,
for the purpose of calculating distributions to Certificateholders,  be added to
the unpaid principal balance of the related Mortgage Loan,  notwithstanding that
the terms of such Mortgage Loan so permit.  It is understood  and agreed that no
earthquake or other  additional  insurance  other than flood  insurance is to be
required of any  Borrower  or to be  maintained  by the  Servicer or the Special
Servicer other than pursuant to the terms of the related Mortgage Loan Documents
and pursuant to such  applicable laws and regulations as shall at any time be in
force and as shall require such additional insurance.  If the Mortgaged Property
is located in a federally  designated  special  flood hazard area,  the Servicer
will use its  reasonable  efforts in accordance  with the Servicing  Standard to
cause the related  Borrower,  to the extent required under the related  Mortgage
Loan Documents,  to maintain or will itself obtain (subject to the provisions of
this Agreement  concerning  Nonrecoverable  Advances) flood insurance in respect
thereof to the extent  available at commercially  reasonable  rates.  Such flood
insurance shall be in an amount equal to the lesser of (i) the unpaid  principal
balance  of the  related  Mortgage  Loan  and (ii) the  maximum  amount  of such
insurance  required by the terms of the related Mortgage and as is available for
the related property under the national flood insurance  program  (assuming that
the area in which such property is located is participating in such program). If
an REO Property is located in a federally  designated special flood hazard area,
the Special  Servicer will obtain flood insurance in respect  thereof  providing
substantially the same coverage as described in the preceding  sentences.  If at
any time during the term of this  Agreement a recovery under a flood or fire and
hazard insurance policy in respect of an REO Property is not available but would
have been available if such insurance were maintained thereon in accordance with
the standards  applied to Mortgaged  Properties  described  herein,  the Special
Servicer shall either (i) immediately deposit


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<PAGE>



into the  Collection  Account from its own funds the amount that would have been
recovered or (ii) apply to the  restoration  and repair of the property from its
own funds the amount that would have been recovered,  if such application  would
be consistent with the servicing standard set forth in Section 3.1(a); provided,
however, that the Special Servicer shall not be responsible for any shortfall in
insurance  proceeds  resulting  from an insurer's  refusal or inability to pay a
claim. Costs to the Servicer of maintaining  insurance policies pursuant to this
Section  3.8 shall be paid by the  Servicer  as a Property  Advance and shall be
reimbursable to the Servicer with interest at the Advance Rate, and costs to the
Special Servicer of maintaining  insurance policies pursuant to this Section 3.8
shall be paid and reimbursed in accordance with Section 3.17(b).

         The Servicer and the Special Servicer agree to prepare and present,  on
behalf of itself,  the Trustee  and the  Certificateholders,  claims  under each
related insurance policy maintained  pursuant to this Section 3.8(a) in a timely
fashion in accordance  with the terms of such policy and to take such reasonable
steps as are necessary to receive payment or to permit recovery thereunder.

         The  Servicer  (or  with  respect  to any  REO  Property,  the  Special
Servicer)  shall require that all insurance  policies  required  hereunder shall
name the  Trustee or the  Servicer  (or with  respect to any REO  Property,  the
Special Servicer),  on behalf of the Trustee as the mortgagee, as loss payee and
that all such  insurance  policies  require that 30 days' notice be given to the
Servicer before  termination to the extent required by the related Mortgage Loan
Documents.

         (b) (I) If the Servicer or Special Servicer, as applicable, obtains and
maintains a blanket insurance policy with a Qualified Insurer at its own expense
insuring  against fire and hazard losses,  12-month rent  interruptions or other
required insurance on all of the Mortgage Loans, it shall conclusively be deemed
to have satisfied its  obligations  concerning the maintenance of such insurance
coverage set forth in Section 3.8(a),  it being  understood and agreed that such
policy may contain a  deductible  clause,  in which case the Servicer or Special
Servicer, as applicable,  shall, in the event that (i) there shall not have been
maintained on one or more of the related Mortgaged Properties a policy otherwise
complying with the provisions of Section 3.8(a),  and (ii) there shall have been
one or more losses  which  would have been  covered by such a policy had it been
maintained,  immediately  deposit into the Collection Account from its own funds
the  amount not  otherwise  payable  under the  blanket  policy  because of such
deductible clause to the extent that any such deductible  exceeds the deductible
limitation  that  pertained to the related  Mortgage Loan, or, in the absence of
such deductible  limitation,  the deductible limitation which is consistent with
the Servicing Standard. In connection with its activities as Servicer or Special
Servicer  hereunder,  as applicable,  the Servicer and the Special Servicer each
agrees  to  prepare  and  present,   on  behalf  of  itself,   the  Trustee  and
Certificateholders, claims under any such blanket policy which it maintains in a
timely  fashion  in  accordance  with the terms of such  policy and to take such
reasonable  steps  as are  necessary  to  receive  payment  or  permit  recovery
thereunder.

                (II) The Servicer and the Special Servicer shall each maintain a
master force placed  insurance  policy,  to the extent available at commercially
reasonable  rates,  issued by a Qualified Insurer that provides no less coverage
in scope and amount than the insurance


                           65

<PAGE>



required to be  maintained  pursuant to Section  3.8(a).  If the Servicer or the
Special Servicer,  as applicable,  causes any Mortgaged Property or REO Property
to be covered by a master force placed insurance policy, the Servicer or Special
Servicer  shall  conclusively  be deemed to have  satisfied its  obligations  to
maintain  insurance  pursuant  to Section  3.8(a).  Such  policy  may  contain a
deductible  clause,  in  which  case  the  Servicer  or  Special  Servicer,   as
applicable, shall, in the event that (i) there shall not have been maintained on
the related Mortgaged Property or REO Property a policy otherwise complying with
the  provisions  of Section  3.8(a),  and (ii) there shall have been one or more
losses  which would have been  covered by such a policy had it been  maintained,
immediately  deposit into the  Collection  Account from its own funds the amount
not otherwise payable under such policy because of such deductible to the extent
that any such deductible exceeds the deductible limitation that pertained to the
related Mortgage Loan, or, in the absence of any such deductible limitation, the
deductible limitation which is consistent with the Servicing Standard.

         (c) Each of the  Servicer  and the Special  Servicer  shall  maintain a
fidelity bond in the form and amount that would meet the servicing  requirements
of prudent institutional commercial mortgage loan servicers. The Servicer or the
Special  Servicer,  as  applicable,  shall be deemed to have  complied with this
provision if one of its  respective  Affiliates  has such fidelity bond coverage
and,  by the terms of such  fidelity  bond,  the  coverage  afforded  thereunder
extends to the Servicer or the Special  Servicer,  as  applicable.  In addition,
each of the  Servicer  and the Special  Servicer  shall keep in force during the
term of  this  Agreement  a  policy  or  policies  of  insurance  covering  loss
occasioned  by the  errors  and  omissions  of its  officers  and  employees  in
connection  with its  obligations to service the Mortgage Loans hereunder in the
form  and  amount  that  would  meet  the  servicing   requirements  of  prudent
institutional  commercial mortgage loan servicers.  Each of the Servicer and the
Special Servicer shall cause each and every sub-servicer for it to maintain,  or
cause to be maintained by any agent or contractor servicing any Mortgage Loan on
behalf  of such  subservicer,  a  fidelity  bond  and an  errors  and  omissions
insurance  policy which satisfy the  requirements  for the fidelity bond and the
errors and  omissions  policy to be  maintained  by the  Servicer or the Special
Servicer  pursuant to this Section  3.8(c).  All fidelity  bonds and policies of
errors and  omissions  insurance  obtained  under this  Section  3.8(c) shall be
issued by a Qualified Insurer.

         SECTION 3.9.      Enforcement of
                           Due-On-Sale Clauses;
                           Assumption Agreements.

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

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

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



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<PAGE>



then,  for so long as such  Mortgage  Loan is included  in the Trust  Fund,  the
Servicer or the Special  Servicer,  as applicable,  on behalf of the Trust Fund,
shall  enforce such  provision to the extent  permitted  under the terms of such
Mortgage  Loan,  applicable  law  and  governmental  regulations,   unless  such
provision  is not  enforceable  under  applicable  law or  such  enforcement  is
reasonably  likely to result in meritorious legal action by the related Borrower
or  except  to the  extent  that  the  Servicer  or  the  Special  Servicer,  as
applicable,  acting in accordance with the Servicing  Standard,  determines that
such enforcement  would not be in the best interests of the Trust Fund.  Subject
to the  foregoing,  the  Servicer or the Special  Servicer,  as  applicable,  is
authorized to take or enter into an assumption agreement from or with the Person
to whom  such  Mortgaged  Property  has been or is about to be  conveyed,  or to
release the original related Borrower from liability upon such Mortgage Loan and
substitute the new Borrower as obligor thereon.  To the extent permitted by law,
the  Servicer  or the  Special  Servicer,  as  applicable,  shall  enter into an
assumption  or  substitution   agreement  only  if  the  credit  status  of  the
prospective  new Borrower is in  compliance  with the  Servicer's or the Special
Servicer's, as applicable,  regular commercial mortgage origination or servicing
standards  and  criteria  and the  terms of the  related  Mortgage  Loan and the
Servicing Standard.  The Servicer or the Special Servicer, as applicable,  shall
notify the Trustee that any such assumption or  substitution  agreement has been
completed by  forwarding  to the Trustee the original of such  agreement,  which
document  shall  be added  to the  related  Mortgage  File  and  shall,  for all
purposes,  be  considered a part of such Mortgage File to the same extent as all
other documents and instruments  constituting a part thereof. In connection with
any such  assumption or  substitution  agreement,  the Mortgage Rate,  principal
amount and other material payment terms  (including any  cross-collateralization
and cross-default provisions) of such Mortgage Loan pursuant to the related Note
and Mortgage  shall not be changed,  other than in connection  with a default or
reasonably  foreseeable  default with respect to the Mortgage  Loan.  Assumption
Fees  collected  by the Servicer or the Special  Servicer,  as  applicable,  for
entering into an assumption or  substitution  agreement  will be retained by the
Servicer  or the  Special  Servicer,  as  applicable,  as  additional  servicing
compensation.  Notwithstanding  the foregoing,  the Servicer or Special Servicer
may consent to the  assumption of a Mortgage Loan by a prospective  new Borrower
in a bankruptcy proceeding involving the related Mortgaged Property.

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

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

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

then,  for so long as such  Mortgage  Loan is included  in the Trust  Fund,  the
Servicer or the Special  Servicer,  as applicable,  on behalf of the Trust Fund,
shall enforce such  provision and in connection  therewith  shall (x) accelerate
the  payments  due on such  Mortgage  Loan,  or (y)  withhold its consent to the
creation of any such lien or other encumbrance,  as applicable,  except, in each
case, to the extent that the Servicer or the Special  Servicer,  as  applicable,
acting in


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<PAGE>



accordance with the Servicing  Standard,  determines that such enforcement would
not be in the best interests of the Trust Fund.  Notwithstanding  the foregoing,
the Servicer or the Special Servicer, as applicable,  may forbear from enforcing
any due-on-encumbrance provision in connection with any junior or senior lien on
the Mortgaged  Property  imposed in connection  with any  bankruptcy  proceeding
involving the Mortgaged Property.

         (c)  Nothing  in this  Section  3.9  shall  constitute  a waiver of the
Trustee's right, as the mortgagee of record, to receive notice of any assumption
of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property
or the creation of any lien or other  encumbrance with respect to such Mortgaged
Property.

         (d) In  connection  with the  taking of, or the  failure  to take,  any
action  pursuant to this Section 3.9, the Servicer or the Special  Servicer,  as
applicable,  shall not agree to modify,  waive or amend,  and no  assumption  or
substitution agreement entered into pursuant to Section 3.9(a) shall contain any
terms that are different from, any term of any Mortgage Loan or the related Note
or Mortgage.

         SECTION 3.10.          Realization Upon Mortgage
                                Loans.

         (a) With respect to any Specially  Serviced  Mortgage Loan, the Special
Servicer shall determine, in accordance with the Servicing Standard,  whether to
grant a  modification,  waiver  or  amendment  of the  terms  of such  Specially
Serviced Mortgage Loan, commence foreclosure proceedings or attempt to sell such
Specially  Serviced  Mortgage  Loan with  reference to which course of action is
reasonably  likely to produce a greater  recovery on a present  value basis with
respect to such Specially  Serviced  Mortgage Loan.  Contemporaneously  with the
earliest  to occur of (i) the  effective  date of any  modification,  amendment,
waiver or consent to a change of the stated maturity,  Mortgage Rate,  principal
balance or amortization  terms of any Specially  Serviced  Mortgage Loan, or any
other term of a Mortgage Loan to the extent such modification, amendment, waiver
or consent would constitute a "significant"  modification  under Section 1001 of
the  Code,  including  proposed  Treasury  regulations  thereunder,  as to which
Mortgage Loan a default has occurred or is reasonably foreseeable,  (ii) 90 days
after the occurrence of any uncured payment  delinquency,  (iii) the appointment
of a receiver in respect of a Mortgaged  Property,  or (iv) the date a Mortgaged
Property  securing a Mortgage  Loan becomes an REO Property  (each such Mortgage
Loan, a "Seriously  Delinquent Loan"), the Special Servicer shall promptly order
an Updated  Appraisal of the Mortgaged  Property  securing  such Mortgage  Loan,
except to the extent such  appraisal  had been  previously  obtained  within the
prior 12 months.  In addition,  the Special  Servicer shall promptly order a new
Updated  Appraisal or an update of the prior Updated  Appraisal in the event any
Mortgage Loan is a Seriously Delinquent Loan and such prior Updated Appraisal is
more than 12 months old. The Special  Servicer shall provide the Servicer with a
copy of the Updated  Appraisal  promptly  after the Special  Servicer's  receipt
thereof.

         Following a default by a Borrower in the payment of a Balloon  Payment,
the Special Servicer may grant successive  extensions;  provided,  however,  the
Special  Servicer  shall not grant any extension  that would extend the Maturity
Date beyond the date occurring on or after January 25, 2029.


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         (b) In  connection  with  any  foreclosure  or other  acquisition,  the
Servicer  shall,  at the  direction of the Special  Servicer,  pay the costs and
expenses in any such  proceedings as an Advance unless the Servicer  determines,
in its good faith judgment,  that such Advance would constitute a Nonrecoverable
Advance.  The  Servicer  shall be entitled to  reimbursement  of Advances  (with
interest at the Advance  Rate) made  pursuant to the  preceding  sentence to the
extent  permitted  by  Section  3.6(ii)  (or  Section  3.6(iii),  in the case of
interest at the Advance Rate).

         If  the  Special   Servicer  elects  to  proceed  with  a  non-judicial
foreclosure in accordance with the laws of the state where the related Mortgaged
Property is  located,  the  Special  Servicer  shall not be required to pursue a
deficiency  judgment  against the related  Borrower or any other liable party if
the  laws of  such  state  do not  permit  such a  deficiency  judgment  after a
non-judicial  foreclosure  or if the Special  Servicer  determines,  in its best
judgment, that the likely recovery if a deficiency judgment is obtained will not
be sufficient to warrant the cost,  time,  expense  and/or  exposure of pursuing
such a deficiency  judgment and such  determination is evidenced by an Officer's
Certificate delivered to the Trustee.

         In the event  that  title to any  Mortgaged  Property  is  acquired  in
foreclosure or by deed in lieu of  foreclosure,  the deed or certificate of sale
shall be issued to the Trustee,  or to its nominee  (which shall not include the
Servicer or the Special  Servicer) or a separate trustee or co-trustee on behalf
of  the   Trustee   as   holder   of  the   REMIC  I   Regular   Interests   and
Certificateholders.   Notwithstanding   any  such   acquisition   of  title  and
cancellation of the related  Mortgage Loan, such Mortgage Loan shall (except for
purposes of Section 9.1) be  considered  to be a Mortgage Loan held in the Trust
Fund until such time as the related REO Property shall be sold by the Trust Fund
and the Scheduled  Principal  Balance of each REO Mortgage Loan shall be reduced
by any Net REO Proceeds  allocated to principal.  Consistent with the foregoing,
for purposes of all calculations  hereunder, so long as such Mortgage Loan shall
be considered to be an outstanding Mortgage Loan:

         (i)    it shall be assumed that, notwithstanding
                that the indebtedness evidenced by the
                related Note shall have been discharged,
                such Note and, for purposes of determining
                the Scheduled Principal Balance thereof,
                the related amortization schedule in
                effect at the time of any such acquisition
                of title, remain in effect; and

         (ii)     Net REO Proceeds received in any month
                  shall be applied to amounts that would
                  have been payable under the related Note
                  in accordance with the terms of such
                  Note.  In the absence of such terms, Net
                  REO Proceeds shall be deemed to have
                  been received first in payment of the
                  accrued interest that remained unpaid on
                  the date that the related REO Property
                  was acquired by the Trust Fund; second
                  in respect of the delinquent principal
                  installments that remained unpaid on
                  such date; and thereafter, Net REO
                  Proceeds received in any month shall be
                  applied to the payment of installments
                  of principal and accrued interest on
                  such Mortgage Loan deemed to be due and
                  payable in accordance with the terms of
                  such Note and such amortization
                  schedule.  If such


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<PAGE>



                Net REO Proceeds  exceed the Monthly  Payment then payable,  the
                excess  shall be treated as a Principal  Prepayment  received in
                respect of such Mortgage Loan.

         (c) Notwithstanding any provision to the contrary, the Special Servicer
shall not  acquire  for the  benefit  of the Trust  Fund any  personal  property
pursuant to this Section 3.10 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 for the benefit of the Trust Fund; or

         (ii)     the Special Servicer shall have
                  requested and received an Opinion of
                  Counsel (which opinion shall be an
                  expense of the Trust Fund) to the effect
                  that the holding of such personal
                  property by REMIC I will not cause the
                  imposition of a tax on REMIC I or
                  REMIC II under the REMIC Provisions or
                  cause REMIC I or REMIC II to fail
                  to qualify as a REMIC at any time that
                  any Certificate is outstanding.

         (d)  Notwithstanding  any provision to the contrary in this  Agreement,
the Special Servicer shall not, on behalf of the Trust Fund, obtain title to any
direct or indirect partnership interest or other equity interest in any Borrower
pledged  pursuant to any pledge agreement unless the Special Servicer shall have
requested and received an Opinion of Counsel  (which opinion shall be an expense
of the Trust Fund) to the effect that the holding of such  partnership  or other
equity  interest  by the Trust  Fund will not cause the  imposition  of a tax on
REMIC I or REMIC II under the REMIC  Provisions  or cause REMIC I or REMIC II to
fail to qualify as a REMIC at any time that any Certificate is outstanding.

         (e)  Notwithstanding  any  provision to the contrary  contained in this
Agreement,  the Special Servicer shall not, on behalf of the Trust Fund,  obtain
title to a  Mortgaged  Property  as a  result  of or in lieu of  foreclosure  or
otherwise obtain title to any direct or indirect  partnership  interest or other
equity  interest in any  Borrower  pledged  pursuant to a pledge  agreement  and
thereby be the beneficial owner of a Mortgaged Property, and shall not otherwise
acquire  possession  of, or take any other action with respect to, any Mortgaged
Property if, as a result of any such action, the Trustee,  for the Trust Fund or
the  Certificateholders,  would  be  considered  to  hold  title  to,  to  be  a
"mortgagee-in-possession"  of,  or  to be  an  "owner"  or  "operator"  of  such
Mortgaged  Property  within  the  meaning  of  the  Comprehensive  Environmental
Response,  Compensation and Liability Act of 1980, as amended from time to time,
or any comparable law, unless the Special Servicer has previously  determined in
accordance  with  the  Servicing  Standard,  based on an  updated  environmental
assessment  report  prepared by an  Independent  Person who  regularly  conducts
environmental audits, that:

                (A) such  Mortgaged  Property is in compliance  with  applicable
     environmental  laws or, if not, after  consultation  with an  environmental
     consultant,  that it would be in the best  economic  interest  of the Trust
     Fund to take such actions as are necessary to bring such Mortgaged Property
     in compliance therewith, and


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<PAGE>



                (B)  there  are  no  circumstances  present  at  such  Mortgaged
     Property  relating to the use,  management  or  disposal  of any  Hazardous
     Materials  for  which  investigation,   testing,  monitoring,  containment,
     clean-up or  remediation  could be required  under any currently  effective
     federal,  state or local law or regulation,  or that, if any such Hazardous
     Materials  are  present  for which such  action  could be  required,  after
     consultation  with an  environmental  consultant,  it  would be in the best
     economic  interest of the Trust Fund to take such  actions  with respect to
     such Mortgaged Property.

         In the  event  that the  environmental  assessment  first  obtained  or
updated by the Special Servicer with respect to a Mortgaged  Property  indicates
that  such  Mortgaged   Property  may  not  be  in  compliance  with  applicable
environmental  laws or that  Hazardous  Materials  may be  present  but does not
definitively  establish such fact, the Special Servicer shall cause such further
environmental  tests as the Special  Servicer  shall deem prudent to protect the
interests of  Certificateholders  to be conducted by an  Independent  Person who
regularly  conducts  such  tests.  Any such  tests  shall be deemed  part of the
environmental  assessment  obtained by the Special Servicer for purposes of this
Section 3.10.

         (f) The environmental  assessment contemplated by Section 3.10(f) shall
be prepared  by any  Independent  Person who  regularly  conducts  environmental
audits for purchasers of commercial  properties located in the same general area
as the Mortgaged Property with respect to which the Special Servicer is ordering
such environmental assessment, as determined by the Special Servicer in a manner
consistent with the Servicing  Standard.  The Servicer shall at the direction of
the Special  Servicer  advance  the cost of  preparation  of such  environmental
assessments  unless the Servicer  determines,  in its good faith judgment,  that
such Advance would be a Nonrecoverable  Advance.  The Servicer shall be entitled
to  reimbursement  of Advances (with interest at the Advance Rate) made pursuant
to the preceding sentence to the extent permitted pursuant to Section 3.6.

         (g) If the Special Servicer  determines  pursuant to Section 3.10(f)(A)
that a Mortgaged  Property is not in compliance  with  applicable  environmental
laws but that it is in the best economic interest of the Trust Fund to take such
actions  as are  necessary  to bring such  Mortgaged  Property  into  compliance
therewith,  or if the Special Servicer determines pursuant to Section 3.10(f)(B)
that the circumstances  referred to therein relating to Hazardous  Materials are
present but that it is in the best  economic  interest of the Trust Fund to take
such  action  with  respect  to the  containment,  clean-up  or  remediation  of
Hazardous  Materials  affecting such Mortgaged Property as is required by law or
regulation, the Special Servicer shall take such action as it deems to be in the
best  economic  interest  of the  Trust  Fund  (with  due  consideration  to the
avoidance of  "mortgagee-in-possession,"  "owner" or "operator"  status,  as set
forth in Section  3.10(f)),  but only if the  Trustee  has mailed  notice to the
Holders of the Regular  Certificates of such proposed action, which notice shall
be prepared by the Special  Servicer,  and only if the Trustee does not receive,
within 30 days of such notification, instructions from the Holders of a majority
of the aggregate  Voting Rights of such Classes  directing the Special  Servicer
not to take such  action.  None of the  Trustee,  the  Servicer  or the  Special
Servicer  shall be obligated to take any action or not take any action  pursuant
to this Section  3.10(h) at the direction of the  Certificateholders  unless the
Certificateholders  agree to indemnify the Trustee, the Servicer and the Special
Servicer with respect to such action or inaction. None of the


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<PAGE>



Special Servicer,  Servicer or the Trustee shall be required to advance the cost
of any such  compliance,  containment,  clean-up or remediation and such expense
shall be an expense of the Trust Fund.

         (h) The  Special  Servicer  shall  report to the IRS and to the related
Borrower,  in the manner required by applicable law, the information required to
be reported  regarding any Mortgaged  Property which is abandoned or foreclosed.
The Special Servicer shall deliver a copy of any such report to the Trustee.

         (i) The  costs  of any  Updated  Appraisal  obtained  pursuant  to this
Section  3.10  shall  be  paid  by the  Servicer  as an  Advance  and  shall  be
reimbursable  (with  interest  thereon at the Advance Rate) from the  Collection
Account pursuant to Section 3.6.

         SECTION 3.11.          Trustee to Cooperate;
                                Release of Mortgage Files.

         Upon the payment in full of any  Mortgage  Loan,  or the receipt by the
Servicer of a  notification  that payment in full has been  escrowed in a manner
customary for such purposes,  the Servicer shall immediately  notify the Trustee
and the  Custodian  by a  certification  (which  certification  shall  include a
statement  to  the  effect  that  all  amounts  received  or to be  received  in
connection  with  such  payment  which  are  required  to be  deposited  in  the
Collection Account pursuant to Section 3.5(a) have been or will be so deposited)
of a Servicing Officer and shall request delivery to it of the Mortgage File. No
expenses  incurred in connection  with any instrument of satisfaction or deed of
reconveyance shall be chargeable to the Trust Fund.

         From time to time upon request of the Servicer or the Special Servicer,
and  delivery to the Trustee and the  Custodian  of a Request for  Release,  the
Trustee shall  promptly cause the Custodian to release the Mortgage File (or any
portion  thereof)  designated in such Request for Release to the Servicer or the
Special  Servicer,  as  applicable.  Upon receipt of (a) such  Mortgage File (or
portion thereof) by the Custodian from the Servicer or the Special Servicer,  as
applicable,  or (b) in the event of a  liquidation  or conversion of the related
Mortgage Loan into an REO Property, a certificate of a Servicing Officer stating
that such Mortgage Loan was  liquidated  and that all amounts  received or to be
received in connection with such liquidation  which are required to be deposited
into the Collection Account or Distribution  Account have been so deposited,  or
that such Mortgage Loan has become an REO Property,  the Custodian  shall return
the Request for Release to the Servicer or the Special Servicer, as applicable.

         Upon written  certification of a Servicing  Officer,  the Trustee shall
execute and deliver to the Special  Servicer any court  pleadings,  requests for
trustee's sale or other documents  prepared by the Special Servicer,  its agents
or attorneys,  necessary to the  foreclosure or trustee's sale in respect of the
Mortgaged Property or to any legal action brought to obtain judgment against any
Borrower on the related Note or Mortgage or to obtain a deficiency judgment,  or
to enforce  any other  remedies  or rights  provided by such Note or Mortgage or
otherwise available at law or in equity. Each such certification shall include a
request  that such  pleadings  or  documents  be  executed  by the Trustee and a
statement as to the reason such documents or pleadings are required and that the
execution and delivery thereof by the Trustee will not


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<PAGE>



invalidate or otherwise affect the lien of the related Mortgage,  except for the
termination of such a lien upon completion of the foreclosure or trustee's sale.

         SECTION 3.12.          Servicing Compensation and
                                Trustee Fees.

         (a) As compensation for its activities hereunder, the Servicer shall be
entitled to the Servicing  Fee,  which shall be payable  solely from receipts on
the related  Mortgage  Loans,  and may be withheld  from  payments on account of
interest  prior to deposit in the Collection  Account,  or may be withdrawn from
amounts on deposit in the  Collection  Account as set forth in Section  3.6(iv).
The Servicer's rights to the Servicing Fee may not be transferred in whole or in
part  except  in  connection   with  the  transfer  of  all  of  the  Servicer's
responsibilities and obligations under this Agreement. In addition, the Servicer
shall  be  entitled  to  receive,  as  additional  servicing  compensation,  any
Prepayment  Interest  Surplus  (subject  to  Section  3.25)  and,  to the extent
permitted  by  applicable  law and the  related  Notes and  Mortgages,  any late
payment  charges,  late  fees,  NSF check  charges  (including  with  respect to
Specially  Serviced  Mortgage  Loans),   demand  fees,   Assumption  Fees,  loan
modification  fees,  extension fees,  Financial and Lease Reporting Fees (to the
extent  such  fees are not  required  to be  remitted  to the  related  Borrower
pursuant  to the related  Note),  loan  service  transaction  fees,  beneficiary
statement  charges,  or similar items (but not including any Default Interest or
Prepayment  Premiums,  except to the extent permitted under Section 4.1(c)),  in
each case to the extent received,  with respect to any Mortgage Loan that is not
a Specially  Serviced Mortgage Loan and not required to be deposited or retained
in the  Collection  Account  pursuant to Section 3.5. The Servicer shall also be
entitled  pursuant to, and to the extent provided in, Section 3.7(b) to withdraw
from the  Collection  Account and to receive  from the Reserve  Accounts (to the
extent not required to be paid to the related  Borrower  pursuant to the related
Mortgage Loan  Documents or applicable  law) any interest or other income earned
on deposits therein.

         As  compensation  for its  activities  hereunder,  the Trustee shall be
entitled to the Trustee Fee with respect to each Mortgage  Loan,  which shall be
paid by the  Servicer  from its own  funds  on each  Distribution  Date  without
reimbursement  therefor.  The Trustee shall pay the routine fees and expenses of
the   Certificate   Registrar,   the  Paying   Agent,   the  Custodian  and  the
Authenticating  Agent.  The  Trustee's  rights  to the  Trustee  Fee  may not be
transferred in whole or in part except in connection with the transfer of all of
the Trustee's responsibilities and obligations under this Agreement.

         Except  as  otherwise  provided  herein,  the  Servicer  shall  pay all
expenses  incurred by it in connection with its servicing  activities  hereunder
and the Trustee  shall pay all expenses  incurred by it in  connection  with its
activities  hereunder.  In addition,  the Servicer shall be obligated to pay the
ongoing surveillance fees of the Rating Agencies with respect to maintaining the
ratings on the Certificates.

         (b) As compensation for its activities hereunder,  the Special Servicer
shall be entitled to the Special  Servicing  Fee with respect to each  Specially
Serviced  Mortgage  Loan,  which shall be payable from amounts on deposit in the
Collection  Account  as set forth in Section  3.6(iv).  The  Special  Servicer's
rights to the Special  Servicing Fee may not be  transferred in whole or in part
except in connection with the transfer of all of the Special Servicer's


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<PAGE>



responsibilities  and  obligations  under this Agreement.  The Special  Servicer
shall also be  entitled  pursuant  to, and to the extent  provided  in,  Section
3.7(b) to withdraw  from any REO Account any interest or other income  earned on
deposits therein.

         In  addition,  the Special  Servicer  shall be entitled to receive,  as
additional Servicing Compensation, to the extent permitted by applicable law and
the related Notes and Mortgages,  any late payment  charges,  late fees,  demand
fees,  Assumption Fees, loan modification  fees,  extension fees,  Financial and
Lease Reporting Fees (to the extent such fees are not required to be remitted to
the related  Borrower  pursuant to the related Note),  loan service  transaction
fees,  beneficiary  statement  charges,  or similar items (but not including any
Default  Interest or Prepayment  Premiums),  in each case to the extent received
with  respect to any  Specially  Serviced  Mortgage  Loan and not required to be
deposited or retained in the Collection Account pursuant to Section 3.5.

     Furthermore,  the  Special  Servicer  shall  be  entitled  to  receive,  as
additional  Servicing  Compensation,  a workout fee (the "Workout Fee") equal to
the product of 1.0% and the amount of Net  Collections  received by the Servicer
or the Special  Servicer with respect to each  Corrected  Mortgage  Loan. If any
Corrected  Mortgaged Loan again becomes a Specially  Serviced Mortgage Loan, any
right  to the  Workout  Fee  with  respect  to such  Mortgaged  Loan  earned  in
connection with the initial modification, restructuring or workout thereof shall
terminate,  and the Special  Servicer shall be entitled to a new Workout Fee for
such Mortgage Loan upon resolution or workout of the subsequent event of default
under such Mortgage  Loan. If the Special  Servicer is terminated for any reason
hereunder  it shall  retain the right to receive  any  Workout  Fees  payable in
respect of any Mortgage Loans which became  Corrected  Mortgage Loans during the
period that it acted as Special  Servicer  (and the successor  Special  Servicer
shall not be entitled to any portion of such Workout  Fees),  in each case until
the Workout Fees for any such  Mortgage  Loan ceases to be payable in accordance
with this paragraph.

         Except as otherwise provided herein, the Special Servicer shall pay all
expenses incurred by it in connection with its servicing activities hereunder.

         (c) In addition to other Special Servicer  compensation provided for in
this Agreement,  and not in lieu thereof, the Special Servicer shall be entitled
to the  Disposition  Fee payable out of the  Liquidation  Proceeds  prior to the
deposit of the related Net Liquidation Proceeds in the Collection Account.

         (d) The  Servicer,  the  Special  Servicer  and the  Trustee  shall  be
entitled  to  reimbursement  from the  Trust  Fund  for the  cost  and  expenses
specifically  set forth  herein as  reimbursable  by the Trust  Fund and for the
unanticipated  costs and expenses  incurred by them in the  performance of their
duties under this Agreement which are  "unanticipated  expenses  incurred by the
REMIC" within the meaning of Treasury  Regulations  Section  1.860G-1(b)(3)(ii).
Such expenses  shall  include,  by way of example and not by way of  limitation,
environmental assessments,  appraisals in connection with foreclosure,  the fees
and expenses of any administrative or judicial proceeding and expenses expressly
identified as reimbursable in Section 3.6(vi).



                           74

<PAGE>



         (e) No provision of this Agreement or of the Certificates shall require
the Servicer, the Special Servicer, the Trustee or the Fiscal Agent to expend or
risk  their  own  funds  or  otherwise  incur  any  financial  liability  in the
performance of any of their duties  hereunder or thereunder,  or in the exercise
of any of their rights or powers, if, in the good faith business judgment of the
Servicer,  Special  Servicer,  Trustee or the Fiscal Agent,  as the case may be,
repayment of such funds would not be ultimately  recoverable from late payments,
Insurance Proceeds,  Condemnation  Proceeds,  Net Liquidation Proceeds and other
collections on or in respect of the Mortgage Loans,  or from adequate  indemnity
from other assets comprising the Trust Fund against such risk or liability.

         If the Servicer, the Special Servicer or the Trustee receives a request
or  inquiry  from a  Borrower,  any  Certificateholder  or any other  Person the
response  to which  would,  in the  Servicer's,  the Special  Servicer's  or the
Trustee's  good faith business  judgment,  require the assistance of Independent
legal counsel or other  consultant to the Servicer,  the Special Servicer or the
Trustee,  the cost of which would not be an expense of the Trust Fund hereunder,
then the  Servicer,  the Special  Servicer or the  Trustee,  as the case may be,
shall not be required to take any action in response to such  request or inquiry
unless  such  Borrower  or such  Certificateholder  or  such  other  Person,  as
applicable,  makes  arrangements for the payment of the Servicer's,  the Special
Servicer's  or  Trustee's  expenses   associated  with  such  counsel  or  other
consultant (including,  without limitation,  posting an advance payment for such
expenses)  satisfactory to the Servicer, the Special Servicer or the Trustee, as
the case may be, in its sole  discretion.  Unless  such  arrangements  have been
made,  the Servicer,  the Special  Servicer or the Trustee,  as the case may be,
shall have no liability to any Person for the failure to respond to such request
or inquiry.

         SECTION 3.13.          Reports to the Trustee;
                                Collection Account
                                Statements.

         (a) The Servicer shall deliver to the Paying Agent,  with a copy to the
Trustee,  the  Fiscal  Agent and each  Rating  Agency,  no later  than the third
Business Day following each  Determination  Date, but in any event no later than
the third Business Day prior to the related  Distribution Date, (i) the Servicer
Remittance Report with respect to such  Determination Date (which shall include,
without  limitation,  the  amount of  Pooled  Available  Funds  for the  related
Distribution Date) and (ii) a written statement of required P&I Advances for the
related  Determination  Date together  with the  certificate  and  documentation
required  by  the   definition  of   Nonrecoverable   Advance   related  to  any
determination  that any such  P&I  Advance  would  constitute  a  Nonrecoverable
Advance made as of such Determination Date.

         (b) For so long as the Servicer  makes  deposits  into and  withdrawals
from the Collection Account, not later than fifteen days after each Distribution
Date,  the  Servicer  shall  forward to the Trustee a statement  prepared by the
Servicer  setting forth the status of the Collection  Account as of the close of
business on the last Business Day of the related  Collection  Period showing the
aggregate  amount of deposits into and withdrawals  from the Collection  Account
for each  category  of deposit  specified  in Section  3.5 and each  category of
withdrawal specified in Section 3.6 for such Collection Period.



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         (c) The Trustee shall be entitled to rely conclusively on and shall not
be responsible for the content or accuracy of any information  provided to it by
the Servicer or the Special Servicer pursuant to this Agreement.

         SECTION 3.14.          Annual Statement as to
                                Compliance.

         The Servicer and the Special Servicer shall deliver to the Trustee, the
Rating  Agencies  and to the  Depositor  on or  before  March  31 of each  year,
beginning  with March 31, 1998,  an Officer's  Certificate  stating,  as to each
signatory  thereof,  (i) that a review of the  activities of the Servicer or the
Special  Servicer,  as applicable,  during the preceding  calendar year (or such
shorter  period from the Closing Date to the end of the related  calendar  year)
and of its  performance  under this Agreement has been made under such officer's
supervision,  (ii) that, to the best of such officer's knowledge,  based on such
review, it has fulfilled all of its obligations under this Agreement  throughout
such year (or such  shorter  period),  or,  if there  has been a default  in the
fulfillment of any such  obligation,  specifying each such default known to such
officer,  the nature and status thereof and what action it proposes to take with
respect  thereto,  (iii) that,  to the best of such  officer's  knowledge,  each
sub-servicer has fulfilled its obligations under its sub-servicing  agreement in
all  material  respects,  or,  if  there  has  been a  material  default  in the
fulfillment  of such  obligations,  specifying  each such default  known to such
officer and the nature and status thereof,  and (iv) whether it has received any
notice regarding  qualification,  or challenging the status, of REMIC I or REMIC
II as a REMIC from the IRS or any other governmental agency or body.

         SECTION 3.15.          Annual Independent Public
                                Accountants' Servicing
                                Report.

         On or before March 31 of each year,  beginning  with March 31, 1998 the
Servicer  and the  Special  Servicer at its  expense  shall  cause a  nationally
recognized  firm of Independent  public  accountants  (who may also render other
services to the Servicer or the Special  Servicer,  as applicable) to furnish to
the Trustee, the Depositor and each Rating Agency a statement to the effect that
such firm has examined  certain  documents and records relating to the servicing
of the Mortgage Loans under this Agreement for the preceding  twelve (12) months
and that their  examination,  conducted  substantially  in  compliance  with the
Uniform Single Attestation Program for Mortgage Bankers or the Audit Program for
Mortgages  serviced  for FHLMC,  disclosed  no  exceptions  or errors in records
relating to the servicing of the Mortgage Loans in accordance  with the terms of
this Agreement that in their opinion are material, except for such exceptions as
set forth in their statement.

         SECTION 3.16.          Access to Certain
                                Documentation.

         (a)  The  Servicer  and  the  Special  Servicer  shall  provide  to any
Certificateholders  that  are  federally  insured  financial  institutions,  the
Federal  Reserve  Board,  the FDIC and the OTS and the  supervisory  agents  and
examiners of such boards and such  corporations,  and any other  governmental or
regulatory body to the jurisdiction of which any  Certificateholder  is subject,
access to the documentation  regarding the Mortgage Loans required by applicable
regulations of the Federal Reserve Board,  FDIC, OTS or any such governmental or
regulatory  body,  such  access  being  afforded  without  charge  but only upon
reasonable request


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<PAGE>



and during normal business hours at the offices of the
Servicer or the Special Servicer, as applicable.

         (b) In  connection  with  the  solicitation  of  bids to  purchase  the
Mortgage Loans pursuant to Section 9.1(d), the Servicer and the Special Servicer
shall, in accordance with the Auction Procedures,  provide each Qualified Bidder
who has paid the non-refundable  deposit required pursuant to Section 9.1(d)(vi)
with  access to all  documents  that the  Auction  Agent  considers  material to
prospective  purchasers in connection  with their  evaluation of the purchase of
the  Mortgage  Loans  and shall  cooperate  with the  Auction  Agent in order to
facilitate prospective  purchasers' due diligence in accordance with the Auction
Procedures,  including  without  limitation the provision of facilities in which
copies of each  Mortgage File may be reviewed,  provision of facilities  for the
photocopying  of  documents  relating  to  Mortgages  in return  for  payment of
expenses of such  photocopying,  cooperation  in  arranging  access to Mortgaged
Properties and such other matters as the Auction Agent may  reasonably  request;
provided,  however,  that the Servicer or the Special  Servicer,  as applicable,
shall be  entitled  to be  compensated  by  Qualified  Bidders  for its costs of
providing such access, cooperation and facilities.

         (c) Nothing in this Section 3.16 shall  detract from the  obligation of
the  Servicer or the  Special  Servicer  to observe  any  applicable  law or any
provisions of the Mortgage Loan Documents prohibiting  disclosure of information
with  respect to the  Borrowers or the  Mortgage  Loans,  and the failure of the
Servicer or the Special Servicer,  as applicable,  to provide access as provided
in this  Section  3.16 as a result of such  obligation  shall not  constitute  a
breach of this Section 3.16.

         SECTION 3.17.          Title and Management of
                                REO Properties.

         (a) In the event that title to any  Mortgaged  Property is acquired for
the  benefit  of  Certificateholders  in  foreclosure  or by  deed  in  lieu  of
foreclosure,  the deed or  certificate of sale shall be taken in the name of the
Trustee,  or its nominee  (which  shall not include the  Servicer or the Special
Servicer), or a separate trustee or co-trustee, on behalf of the Trust Fund. The
Special  Servicer shall maintain  accurate  records with respect to each related
REO Property reflecting the status of taxes, assessments and other similar items
that are or may become a lien on such REO  Property  and the status of insurance
premiums payable with respect thereto.  The Special  Servicer,  on behalf of the
Trust Fund,  shall dispose of any REO Property  within two years after the Trust
Fund acquires  ownership of such REO Property for purposes of Section 860G(a)(8)
of the Code, unless (i) the Special Servicer,  on behalf of REMIC I, has applied
for and  received an  extension  of such  two-year  period  pursuant to Sections
856(e)(3)  and  860G(a)(8)(A)  of the Code,  in which case the Special  Servicer
shall sell such REO Property within the applicable  extension period or (ii) the
Special  Servicer seeks and  subsequently  receives an Opinion of Counsel (which
opinion  shall be an  expense  of the  Trust  Fund),  addressed  to the  Special
Servicer  and the  Trustee,  to the effect that the holding by the Trust Fund of
such REO Property  for an  additional  specified  period will not cause such REO
Property  to fail to qualify as  "foreclosure  property"  within the  meaning of
Section  860G(a)(8)  of the Code  (determined  without  regard to the  exception
applicable  for  purposes  of Section  860D(a) of the Code) at any time that any
Certificate is outstanding,  in which case the Special  Servicer shall sell such
REO


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<PAGE>



Property within such two-year  period as extended by such  additional  specified
period  subject to any  conditions  set forth in such  Opinion of  Counsel.  The
Special Servicer, on behalf of the Trust Fund, shall dispose of any REO Property
held by the Trust Fund prior to the last day of the period  (taking into account
extensions)  within  which such REO  Property  is  required  to be  disposed  of
pursuant to the  provisions of the  immediately  preceding  sentence in a manner
provided  under  Section 3.18.  The Special  Servicer  shall  manage,  conserve,
protect and operate each REO Property for the Certificateholders  solely for the
purpose of its  disposition  and sale in a manner  which does not cause such REO
Property  to fail to qualify as  "foreclosure  property"  within the  meaning of
Section  860G(a)(8)  of the Code  (determined  without  regard to the  exception
applicable for purposes of Section 860D(a)) of the Code.

         (b) The Special  Servicer shall have full power and authority,  subject
only to the specific requirements and prohibitions of this Agreement,  to do any
and all  things in  connection  with any REO  Property  as are  consistent  with
Servicing  Standard,  all on such  terms  and for  such  period  as the  Special
Servicer  deems to be in the  best  interests  of  Certificateholders,  and,  in
connection  therewith,  the  Special  Servicer  shall  agree to the  payment  of
management fees that are consistent with general market  standards.  The Special
Servicer  shall  segregate and hold all revenues  received by it with respect to
any REO Property  separate  and apart from its own funds and general  assets and
shall  establish  and  maintain  with  respect to any REO  Property a segregated
custodial  account (each, an "REO Account"),  each of which shall be an Eligible
Account and shall be entitled "LaSalle  National Bank, as Trustee,  in trust for
Holders of Midland Realty Acceptance  Corp.,  Commercial  Mortgage  Pass-Through
Certificates,  Series  1996-C2,  REO  Account."  The Special  Servicer  shall be
entitled to any interest or investment  income  earned on funds  deposited in an
REO Account to the extent provided in Section 3.7(b). The Special Servicer shall
deposit or cause to be deposited in the related REO Account  within one Business
Day after  receipt  all REO  Proceeds  received  by it with  respect  to any REO
Property (other than Liquidation  Proceeds),  and shall withdraw therefrom funds
necessary  for the proper  operation,  management  and  maintenance  of such REO
Property, including:

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

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

         (iii)    all costs and expenses  reasonable  and  necessary to protect,
                  maintain,   manage,  operate,  repair  and  restore  such  REO
                  Property, including any property management fees.

         To the extent that such REO Proceeds are  insufficient for the purposes
set forth in clauses (i) through (iii) above, the Servicer shall make an Advance
equal to the amount of such  shortfall  unless the Servicer  determines,  in its
good faith judgment,  that such Advance would be a Nonrecoverable  Advance.  The
Servicer shall be entitled to  reimbursement  of such Advances (with interest at
the  Advance  Rate)  made  pursuant  to the  preceding  sentence,  to the extent
permitted  pursuant  to Section  3.6.  The Special  Servicer  shall remit to the
Servicer from


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<PAGE>



each REO Account for deposit in the Collection  Account on a monthly basis prior
to the related  Remittance Date the Net REO Proceeds  received or collected from
the related REO Property,  except that in determining the amount of such Net REO
Proceeds,  the  Special  Servicer  may  retain  in such REO  Account  reasonable
reserves for repairs,  replacements and necessary capital improvements and other
related expenses.

         Notwithstanding the foregoing, the Special Servicer shall not:

         (i)    permit  the Trust  Fund to enter  into,  renew or extend any New
                Lease 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
                  became imminent, all within the meaning
                  of Section 856(e)(4)(B) of the
                  Code; or

         (iv)   Directly Operate or perform any  construction  work on, or allow
                any Person (other than an  Independent  Contractor)  to Directly
                Operate or perform any  construction  work on, any REO  Property
                on, any date more than 90 days after its date of  acquisition by
                the Trust Fund;

unless,  in any such case,  the Special  Servicer has  requested and received an
Opinion of Counsel  addressed  to the Special  Servicer  and the Trustee  (which
opinion  shall be an expense of the Trust  Fund) to the effect  that such action
will not cause such REO  Property to fail to qualify as  "foreclosure  property"
within the meaning of Section 860G(a)(8) of the Code (determined  without regard
to the exception  applicable for purposes of Section 860D(a) of the Code) at any
time that it is held by the Trust Fund,  in which case the Special  Servicer may
take such actions as are specified in such Opinion of Counsel.

         The Special  Servicer shall be required to contract with an Independent
Contractor for the operation and  management of any REO Property  within 90 days
of the Trust Fund's acquisition  thereof (unless the Special Servicer shall have
provided  the  Trustee  with an  Opinion  of  Counsel  that  the  operation  and
management  of such REO Property  other than through an  Independent  Contractor
shall not cause such REO Property to fail to qualify as  "foreclosure  property"
within the  meaning  of Code  Section  860G(a)(8))  (which  opinion  shall be an
expense of the Trust Fund), provided that:

         (i)    the terms and conditions of any such
                contract shall be reasonable and customary
                for the area and type of property and
                shall not be inconsistent herewith;


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<PAGE>



         (ii)     any such contract shall require, or
                  shall be administered to require, that
                  the Independent Contractor pay all costs
                  and expenses incurred in connection with
                  the operation and management of such REO
                  Property, including those listed above,
                  and remit all related revenues (net of
                  such costs and expenses) to the Special
                  Servicer as soon as practicable, but in
                  no event later than thirty days
                  following the receipt thereof by such
                  Independent Contractor;

         (iii)    none of the provisions of this Section
                  3.17(b) 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 to the
                  Trust Fund or the Trustee on behalf of
                  the Certificateholders with respect to
                  the operation and management of any such
                  REO Property; and

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

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

         (c)  Promptly  following  any  acquisition  by the Trust Fund of an REO
Property,  the  Special  Servicer  shall  obtain (i) an update of any  appraisal
performed  pursuant to Section 3.10 which is more than 12 months old, or (ii) to
the extent that an appraisal has not been obtained pursuant to such Section,  an
appraisal of such REO Property by an  Independent  appraiser  familiar  with the
area in which such REO Property is located in order to determine the fair market
value of such REO Property and shall notify the Depositor and the Trustee of the
results of such  appraisal.  Any such appraisal shall be conducted in accordance
with MAI  standards by an appraiser  with at least five years  experience in the
relevant  property  type and the cost  thereof  shall be an expense of the Trust
Fund.

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

         SECTION 3.18.          Sale of Specially
                                Serviced Mortgage
                                Loans and REO
                                Properties.

         (a)  With  respect  to any  Specially  Serviced  Mortgage  Loan  or REO
Property which the Special  Servicer has  determined to sell in accordance  with
Section 3.10 or otherwise,


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<PAGE>



the Special  Servicer  shall deliver to the Trustee an Officer's  Certificate to
the effect that the  Special  Servicer  has  determined  to sell such  Specially
Serviced Mortgage Loan or REO Property in accordance with this Section 3.18. The
Special  Servicer may then offer to sell to any Person such  Specially  Serviced
Mortgage  Loan or such REO  Property but shall,  in any event,  so offer to sell
such REO Property no later than the time  determined by the Special  Servicer to
be  sufficient  to result in the sale of such REO  Property  within  the  period
specified in Section 3.17(a).  The Special Servicer shall deliver such Officer's
Certificate  and give the Trustee not less than ten Business  Days prior written
notice of its  intention to sell such  Specially  Serviced  Mortgage Loan or REO
Property,  in which case the Special  Servicer  shall accept any offer  received
from any Person that is determined  by the Special  Servicer to be a fair price,
as determined in accordance with Section  3.18(b),  for such Specially  Serviced
Mortgage  Loan  or REO  Property  if the  offeror  is a  Person  other  than  an
Interested  Person,  or is  determined  to be such a price by the Trustee if the
offeror is an Interested Person;  provided,  however,  that the Trustee shall be
entitled to engage at the expense of the Trust Fund, an Independent appraiser to
determine  whether the offer is a fair price;  and provided,  further,  that any
offer by an  Interested  Person in the amount of the  Repurchase  Price shall be
deemed to be a fair  price.  Notwithstanding  anything to the  contrary  herein,
neither the Trustee in its individual  capacity nor any of its  Affiliates,  may
make an  offer or  purchase  any  Specially  Serviced  Mortgage  Loan or any REO
Property pursuant hereto.

         In addition,  in the event that the Special Servicer receives more than
one fair  offer with  respect to any  Specially  Serviced  Mortgage  Loan or REO
Property,  the Special Servicer may accept an offer that is not the highest fair
offer  if it  determines,  in  accordance  with  the  Servicing  Standard,  that
acceptance   of  such   offer   would   be  in  the   best   interests   of  the
Certificateholders (for example, if the prospective buyer making the lower offer
is  more  likely  to  perform  its  obligations,  or the  terms  offered  by the
prospective buyer making the lower offer are more favorable).  In the event that
the Special Servicer determines with respect to any REO Property that the offers
being  made  with  respect  thereto  are  not  in  the  best  interests  of  the
Certificateholders  and  that  the end of the  two-year  period  referred  to in
Section  3.17(a) with respect to such REO Property is  approaching,  the Special
Servicer shall seek an extension of such two-year period in the manner described
in Section 3.17(a);  provided,  however, that the Special Servicer shall use its
best efforts in accordance with the Servicing Standard, to sell any REO Property
no later than the day prior to the  Determination  Date immediately prior to the
Scheduled Final Distribution Date.

         (b) In determining  whether any offer received  represents a fair price
for any  Specially  Serviced  Mortgage  Loan or any REO  Property,  the  Special
Servicer or the Trustee may  conclusively  rely on the opinion of an Independent
appraiser  or other  expert  in real  estate  matters  retained  by the  Special
Servicer or the Trustee at the expense of the Trust Fund. In determining whether
any offer  constitutes a fair price for any Specially  Serviced Mortgage Loan or
any REO Property,  the Special Servicer or the Trustee (or, if applicable,  such
appraiser)  shall take into  account,  and any appraiser or other expert in real
estate matters shall be instructed to take into account,  the appraisal obtained
pursuant  to Section  3.10(a)  and, as  applicable,  among  other  factors,  the
physical (including  environmental)  condition of the related Mortgaged Property
or such REO  Property,  the state of the  local  economy  and the  Trust  Fund's
obligation  to dispose of any REO Property  within the time period  specified in
Section 3.17(a).


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<PAGE>



         (c) Subject to the  provisions  of Section 3.17,  the Special  Servicer
shall act on behalf of the Trust Fund in negotiating and taking any other action
necessary or appropriate in connection  with the sale of any Specially  Serviced
Mortgage Loan or REO Property,  including the collection of all amounts  payable
in connection  therewith.  Any sale of a Specially Serviced Mortgage Loan or any
REO Property shall be without recourse to, or representation or warranty by, the
Trustee,  the Depositor,  the Servicer,  the Special  Servicer or the Trust Fund
(except that any contract of sale and assignment  and  conveyance  documents may
contain  customary  warranties  of  title  and  condition,  so long as the  only
recourse  for  breach  thereof  is to the  Trust  Fund),  and,  if such  sale is
consummated in accordance with the duties of the Special Servicer, the Servicer,
the Depositor and the Trustee  pursuant to the terms of this Agreement,  no such
Person  who so  performed  shall  have any  liability  to the Trust  Fund or any
Certificateholder  with respect to the purchase price  therefor  accepted by the
Special Servicer or the Trustee.

         (d)  Net  Liquidation  Proceeds  related  to any  such  sale  shall  be
promptly,  and in any event within one Business Day following  receipt  thereof,
deposited in the Collection Account in accordance with Section
3.5(a)(iv).

         SECTION 3.19.          Inspections.

         The Servicer (or, with respect to Specially Serviced Mortgage Loans and
REO Properties, the Special Servicer) shall inspect or cause to be inspected (at
its own expense) each Mortgaged Property at such times and in such manner as are
consistent with the Servicing Standard,  but shall in any event (i) inspect each
Mortgaged  Property at least once every 12 months with the first such inspection
being  completed  during  or prior  to June,  1998,  unless  each of the  Rating
Agencies  has  confirmed  in writing that a longer  period  between  inspections
(which may not  exceed 24  months)  shall not  result,  in and of  itself,  in a
downgrading,  withdrawal  or  qualification  of the rating then assigned by such
Rating  Agency to any Class of the  Certificates;  (ii) if the  Servicer  or the
Special  Servicer  retains any  Financial and Lease  Reporting  Fees pursuant to
Section  3.12,  inspect the related  Mortgaged  Property as soon as  practicable
thereafter,  except to the extent such Mortgaged  Property has been inspected by
the Servicer or the Special Servicer within the immediately  preceding 120 days;
and (iii) if any Monthly Payment  becomes more than 60 days delinquent  (without
giving effect to any grace period  permitted under the related Note or Mortgage)
on any  Mortgage  Loan,  inspect  each  related  Mortgaged  Property  as soon as
practicable thereafter.

         SECTION 3.20.          Available Information and
                                Notices.

         The Servicer or the Special  Servicer,  if  applicable,  shall promptly
give notice to the Trustee,  who will copy each  Certificateholder,  each Rating
Agency, the Depositor,  the Placement Agents and the Mortgage Loan Seller of (a)
any notice from a Borrower or insurance company regarding an upcoming  voluntary
or  involuntary   prepayment  (including  that  resulting  from  a  casualty  or
condemnation)  of all or part of the  related  Mortgage  Loan  (provided  that a
request by a Borrower or other party for a quotation of the amount  necessary to
satisfy all  obligations  with  respect to a Mortgage  Loan shall not, in and of
itself,  be deemed to be such notice);  and (b) of any other occurrence known to
it with  respect to a Mortgage  Loan or REO  Property  that the  Servicer or the
Special Servicer determines, in accordance with the Servicing


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<PAGE>



Standard,  would have a material  effect on such  Mortgage Loan or REO Property,
which notice shall  include an  explanation  as to the reason for such  material
effect  (provided  that any  extension of the term of any Mortgage Loan shall be
deemed to have a material effect).

         None of the  Trustee,  the Fiscal  Agent,  the Servicer and the Special
Servicer  shall  be  responsible   for  the  accuracy  or  completeness  of  any
information  supplied to it by a Borrower or a third party for  inclusion in any
such notice or in any other report or  information  furnished or provided by the
Servicer,  the Special Servicer or the Trustee hereunder,  and the Servicer, the
Special Servicer, the Fiscal Agent and the Trustee shall be indemnified and held
harmless by the Trust Fund against any loss,  liability  or expense  incurred in
connection  with any legal  action  relating  to any  statement  or  omission or
alleged  statement or omission  therein,  including any liability related to the
inclusion of such information in any report filed with the Commission.

         In addition to the other  reports and  information  made  available and
distributed  to  the  Depositor,  the  Placement  Agents,  the  Trustee  or  the
Certificateholders  pursuant to other provisions of this Agreement, the Servicer
and the Special  Servicer shall,  in accordance  with such reasonable  rules and
procedures as it may adopt (which may include the requirement  that an agreement
governing the availability,  use and disclosure of such  information,  and which
may  provide  indemnification  to  the  Servicer  or  the  Special  Servicer  as
applicable, for any liability or damage that may arise therefrom, be executed to
the extent the  Servicer  or the Special  Servicer,  as  applicable,  deems such
action to be necessary or  appropriate),  also make  available  any  information
relating to the Mortgage  Loans,  the Mortgaged  Properties or the Borrowers for
review by the Depositor, the Rating Agencies, the Placement Agents, the Trustee,
the Certificateholders and any other Persons to whom the Servicer or the Special
Servicer,  as the case may be, believes such disclosure is appropriate,  in each
case except to the extent doing so is  prohibited  by  applicable  law or by any
documents related to a Mortgage Loan.

         The  Trustee  shall  also  make  available  at  its  offices  primarily
responsible for  administration of the Trust Fund, during normal business hours,
for review by the Depositor,  the Rating Agencies,  any  Certificateholder,  the
Placement Agents, any Person identified to the Trustee by a Certificateholder as
a  prospective  transferee  of a  Certificate  and any other Persons to whom the
Trustee  believes such disclosure is appropriate,  the following items: (i) this
Agreement, (ii) all monthly statements to Certificateholders delivered since the
Closing  Date  pursuant to Section  4.2(a),  (iii) all annual  statements  as to
compliance  delivered to the Trustee and the Depositor pursuant to Section 3.14,
(iv) all annual  Independent  accountants'  reports delivered to the Trustee and
the  Depositor  pursuant to Section  3.15,  and (v) any  reports or  information
relating to the Mortgage Loans, the Mortgaged  Properties or the Borrowers which
the Trustee has received from the Servicer or the Special Servicer. The Servicer
or the Special  Servicer,  as  appropriate,  shall make available at its offices
during normal business hours, for review by the Depositor, the Placement Agents,
the Trustee, the Rating Agencies, any  Certificateholder,  any Person identified
to the Servicer or the Special Servicer,  as applicable,  by a Certificateholder
as a prospective  transferee of a Certificate  and any other Persons to whom the
Servicer or the Special  Servicer,  as applicable,  believes such  disclosure is
appropriate,  the following items: (i) the inspection  reports prepared by or on
behalf of the Servicer or the Special  Servicer,  as  applicable,  in connection
with the property inspections conducted by the Servicer or the Special Servicer,
as applicable, pursuant to Section 3.19, (ii) any and all modifications,


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<PAGE>



waivers  and  amendments  of the terms of a Mortgage  Loan  entered  into by the
Servicer or the Special  Servicer and (iii) any and all  Officer's  Certificates
and other  evidence  delivered  to the Trustee and the  Depositor to support the
Servicer's  determination  that  any  Advance  was,  or  if  made  would  be,  a
Nonrecoverable Advance, in each case except to the extent doing so is prohibited
by applicable laws or by any documents related to a Mortgage Loan. Copies of any
and all of the foregoing items shall be available from the Servicer, the Special
Servicer or the Trustee,  as applicable,  upon request (subject to the exception
in the preceding sentence).  The Servicer,  the Special Servicer and the Trustee
shall be permitted to require  payment  (other than from any Rating Agency) of a
sum  sufficient  to cover the  reasonable  costs and expenses  incurred by it in
providing  copies of or access to any  information  requested in accordance with
the previous sentence.

         The Servicer shall, on behalf of the Trust Fund, prepare, sign and file
with the Commission any and all reports,  statements and information  respecting
the Trust Fund which the Servicer or the Trustee  determines  are required to be
filed with the  Commission  pursuant to Sections 13(a) or 15(d) of the 1934 Act,
each  such  report,  statement  and  information  to be filed on or prior to the
required filing date for such report, statement or information.  Notwithstanding
the foregoing, the Depositor shall file with the Commission, within fifteen days
of the Closing Date, a Current Report on Form 8-K together with this Agreement.

         SECTION 3.21.          Reserve Accounts.

         The Servicer shall  administer  each Reserve Account in accordance with
the related Mortgage Loan Documents.

         SECTION 3.22.          Property Advances.

         (a) The Servicer (or, to the extent  provided in Section  3.22(b),  the
Trustee or the Fiscal  Agent)  shall make any  Property  Advances  as and to the
extent  otherwise  required  pursuant  to  the  terms  hereof.  For  purpose  of
calculating distributions to the Certificateholders, Property Advances shall not
be  considered  to  increase  the  principal   balance  of  any  Mortgage  Loan,
notwithstanding that the terms of such Mortgage Loan so provide.

         (b) The Servicer  shall  notify the  Trustee,  the Fiscal Agent and the
Rating  Agencies in writing  promptly upon, and in any event within one Business
Day  after,  becoming  aware  that it will be  financially  unable  to make  any
Property  Advance  required  to be made  pursuant  to the terms  hereof,  and in
connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it should be paid, and the circumstances and purpose
of  such  Property  Advance,   and  shall  set  forth  therein  information  and
instructions  for the  payment  of  such  Property  Advance,  and,  on the  date
specified  in such notice for the payment of such  Property  Advance,  or, if no
such date is  specified  or such date has  already  occurred,  then  within  one
Business Day  following  such notice,  the Trustee  shall pay the amount of such
Property  Advance in accordance with such information and  instructions.  If the
Trustee  fails to make any  Property  Advance  required  to be made  under  this
Section  3.22,  the Fiscal  Agent  shall  make such  Advance on the same day the
Trustee was required to make such  Property  Advance and,  thereby,  the Trustee
shall not be in default under this Agreement.


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<PAGE>



         (c)  Notwithstanding  anything  herein  to the  contrary,  none  of the
Servicer,  the Trustee or the Fiscal Agent shall be obligated to make a Property
Advance as to any Mortgage Loan or REO Property if the Servicer,  the Trustee or
the Fiscal Agent as applicable,  determines that such Property Advance, if made,
would be a  Nonrecoverable  Advance.  The Trustee and the Fiscal  Agent shall be
entitled to rely,  conclusively,  on any  determination  by the Servicer  that a
Property Advance,  if made, would be a Nonrecoverable  Advance.  The Trustee and
the Fiscal Agent, in determining  whether or not a Property  Advance  previously
made is, or a proposed  Property  Advance,  if made,  would be, a Nonrecoverable
Advance shall be subject to the standards applicable to the Servicer hereunder.

         (d) The Servicer,  the Trustee and/or the Fiscal Agent,  as applicable,
shall be entitled to, and the Servicer  hereby  covenants and agrees to promptly
seek and effect,  the reimbursement of Property Advances to the extent permitted
pursuant to Section 3.6(ii) of this Agreement, together with any related Advance
Interest Amount in respect of such Property Advances.

         (e) The  Servicer,  the  Trustee  and/or the Fiscal  Agent shall not be
required to make a Property Advance for any amounts required to cure any failure
of any Mortgaged  Property to comply with the Americans with Disabilities Act of
1990, as amended, and all rules and regulations promulgated pursuant thereto, or
any applicable  environmental  law, and such amounts shall be paid as an expense
of the Trust Fund.

         SECTION 3.23.          Appointment of Special
                                Servicer.

         Midland Loan Services, L.P. is hereby appointed
as the initial Special Servicer hereunder.

         The  Special  Servicer  may be removed  without  cause and a  successor
Special  Servicer  appointed (i) first,  with the written consent of the Special
Servicer,  by the Holders of the majority of the aggregate  Voting Rights of the
Class L-2, Class L-1, Class J and Class K Certificates, but only until such time
as Realized Losses allocated to the Class L-1 Certificate equal or exceed 75% of
the initial  Certificate  Balance of such Class;  (ii) second, by the Holders of
the majority of the  aggregate  Voting Rights of the Class K  Certificates,  but
only until such time as Realized  Losses  allocated to the Class K  Certificates
equal or exceed 50% of the initial  Certificate Balance of such Class; and (iii)
third,  by the Holders of the  majority of the  aggregate  Voting  Rights of the
Class J Certificates,  but only until such time as Realized Losses  allocated to
the Class J Certificates equal or exceed 50% of the initial  Certificate Balance
of such  Class;  and (iv)  thereafter,  by the  Holders of the  majority  of the
aggregate  Voting Rights of the second most  subordinate  Class of  Certificates
then  outstanding,  but only until such time as Realized Losses allocated to the
most subordinate Class of Certificates then outstanding equals or exceeds 50% of
the initial Certificate Balance of such Class.

         Notwithstanding the foregoing,  the removal of the Special Servicer and
the appointment of a successor Special Servicer shall not be effective until (i)
the   successor   Special   Servicer   has   assumed  in  writing   all  of  the
responsibilities,  duties and  liabilities  of the  Special  Servicer  hereunder
pursuant to an agreement satisfactory to the Trustee, and (ii) each of the


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Rating  Agencies  confirms to the Trustee in writing that such  appointment  and
assumption shall not result, in and of itself,  in a downgrading,  withdrawal or
qualification  of the rating then assigned by such Rating Agency to any Class of
Certificates.

         SECTION 3.24.          Transfer of Servicing
                                Between Servicer and
                                Special Servicer; Record
                                Keeping.

         (a) Upon  determining  that any  Mortgage  Loan has become a  Specially
Serviced  Mortgage  Loan, the Servicer shall  immediately  give notice  thereof,
together with a copy of the related  Mortgage File, to the Special  Servicer and
shall use its best efforts to provide the Special Servicer with all information,
documents (but excluding the original documents constituting such Mortgage File)
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 it to assume its duties  hereunder  with respect
thereto without acting through a  sub-servicer.  The Servicer shall use its best
efforts to comply with the preceding  sentence  within five Business Days of the
date such  Mortgage  Loan became a Specially  Serviced  Mortgage Loan and in any
event shall continue to act as Servicer and  administrator of such Mortgage Loan
until the Special  Servicer has commenced  the servicing of such Mortgage  Loan,
which shall occur upon the receipt by the Special  Servicer of the  information,
documents  and records  referred to in the preceding  sentence.  With respect to
each Mortgage Loan that becomes a Specially Serviced Mortgage Loan, the Servicer
shall instruct the related Borrower to continue to remit all payments in respect
of such Mortgage Loan to the Servicer. If Midland Loan Services,  L.P. ceases to
be the Servicer or the Special  Servicer,  Midland Loan  Services,  L.P. and the
successor  Servicer  or  Special  Servicer,  as  applicable,   may  agree  that,
notwithstanding the preceding sentence,  with respect to each Mortgage Loan that
became a Specially  Serviced  Mortgage  Loan,  the Servicer  shall  instruct the
related  Borrower to remit all payments in respect of such  Mortgage Loan to the
Special  Servicer,  provided  that the payee in respect of such  payments  shall
remain the Servicer.

         Upon  determining  that no event has  occurred and is  continuing  with
respect to a Mortgage  Loan that  causes  such  Mortgage  Loan to be a Specially
Serviced  Mortgage Loan,  the Special  Servicer  shall  immediately  give notice
thereof to the Servicer and upon giving such notice,  such  Mortgage  Loan shall
cease to be a Specially  Serviced Mortgage Loan pursuant to the first proviso to
the  definition of Specially  Serviced  Mortgage  Loan,  the Special  Servicer's
obligation to service such Mortgage Loan shall  terminate and the obligations of
the Servicer to service and  administer  such  Mortgage  Loan as a Mortgage Loan
that is not a Specially Serviced Mortgage Loan shall resume. In addition, if the
related  Borrower  has been  instructed,  pursuant  to the last  sentence of the
preceding  paragraph,  to make  payments  to the  Special  Servicer,  upon  such
determination,  the Special  Servicer  shall instruct such Borrower to remit all
payments in respect of such Mortgage Loan that is no longer a Specially Serviced
Mortgage Loan directly to the Servicer.

         (b) In servicing  any Specially  Serviced  Mortgage  Loan,  the Special
Servicer shall provide to the Trustee originals of documents included within the
definition of "Mortgage File" for inclusion in the related Mortgage File (to the
extent such documents are in the possession of the Special  Servicer) and copies
of any additional related Mortgage Loan


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<PAGE>



information, including correspondence with the related Borrower, and the Special
Servicer shall provide copies of the foregoing to the Servicer.

         (c) Not later than the  Business Day  preceding  each date on which the
Servicer is required to furnish a report under Section 3.13 to the Trustee,  the
Special Servicer shall deliver to the Servicer a written  statement  describing,
on a Mortgage Loan-by-Mortgage Loan basis, the amount of all payments on account
of interest received on each Specially Serviced Mortgage Loan; the amount of all
payments  on account of  principal,  including  Principal  Prepayments,  on each
Specially   Serviced  Mortgage  Loan;  the  amount  of  Insurance  Proceeds  and
Liquidation  Proceeds received with respect to each Specially  Serviced Mortgage
Loan;  and the amount of net income or net loss, as determined for management of
a trade or  business  on, or the  furnishing  or  rendering  of a  non-customary
service to the tenants of, each REO Property that previously secured a Specially
Serviced Mortgage Loan, in each case in accordance with Section 3.17.

         (d) Notwithstanding the provisions of the preceding subsection (c), the
Servicer  shall  maintain  ongoing  payment  records with respect to each of the
Specially  Serviced  Mortgage Loans and shall provide the Special  Servicer with
any  information  reasonably  required  by the  Special  Servicer to perform its
duties under this  Agreement.  The Special  Servicer  shall provide the Servicer
with any information  reasonably  required by the Servicer to perform its duties
under this Agreement.

         SECTION 3.25.          Adjustment of Servicing
                                Compensation in Respect of
                                Prepayment Interest
                                Shortfalls.

         (a)  The  aggregate  amount  of the  Prepayment  Interest  Surplus  and
Servicing  Fees  (excluding  Trustee's  fees and  Rating  Agencies  Surveillance
fees)(in that order) that the Servicer shall be entitled to receive with respect
to all of the Mortgage Loans on each  Distribution  Date shall be offset on such
Distribution Date by an amount equal to the aggregate of the Prepayment Interest
Shortfalls for such  Distribution  Date with respect to all Mortgage Loans.  The
Servicer  shall  include the amount by which the  aggregate  Servicing  Fees and
Prepayment  Interest  Surplus is offset pursuant to this Section 3.25 as part of
the Pooled Available Funds on such  Distribution  Date. The amount of any offset
against the  aggregate  Servicing  Fees and  Prepayment  Interest  Surplus  with
respect to any Distribution Date under this Section 3.25 shall be limited to the
aggregate amount of the Servicing Fees and Prepayment Interest Surplus otherwise
payable to the Servicer on such Distribution Date (without adjustment on account
of Prepayment Interest Shortfalls) and the rights of the  Certificateholders  to
offset of the aggregate  Prepayment Interest Shortfalls shall not be cumulative.
To the extent the Servicer  shall already have  withdrawn or withheld  Servicing
Compensation required to pay Prepayment Interest Shortfalls,  the Servicer shall
promptly deposit in the Collection Amount such amounts to the extent required to
pay Prepayment Interest Shortfalls hereunder.

         (b) To the extent that the  Servicer  and the Special  Servicer are the
same Person, the aggregate amount of the Special Servicing Fees that the Special
Servicer  shall be  entitled  to receive  with  respect to all of the  Specially
Serviced  Mortgage  Loans on each  Distribution  Date  shall be  offset  on such
Distribution Date by an amount equal to the excess of


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(X) the aggregate of the Prepayment  Interest  Shortfalls for such  Distribution
Date with  respect to all Mortgage  Loans over (Y) the amount of Servicing  Fees
and  Prepayment   Interest  Surplus  offset  against  such  Prepayment  Interest
Shortfalls in accordance  with Section  3.25(a).  The Servicer shall include the
amount by which the aggregate  Special  Servicing Fee is offset pursuant to this
Section 3.25 as part of the Pooled  Available Funds on such  Distribution  Date.
The  amount of any offset  against  the  aggregate  Special  Servicing  Fee with
respect to any Distribution Date under this Section 3.25 shall be limited to the
aggregate amount of the Special  Servicing Fees otherwise payable to the Special
Servicer on such Distribution Date (without  adjustment on account of Prepayment
Interest Shortfalls) and the rights of the  Certificateholders  to offset of the
aggregate Prepayment Interest Shortfalls shall not be cumulative.

         SECTION 3.26.          Consulting
                                Certificateholder.

         The Special  Servicer  shall make its Servicing  Officers  available to
representatives of a Consulting  Certificateholder  during normal business hours
upon  reasonable  notice in order to discuss  matters  relating to any Specially
Serviced  Mortgage  Loan and REO  Property,  except  to the  extent  doing so is
prohibited by  applicable  law or by any Mortgage  Loan  Documents.  The Special
Servicer may, in its sole  discretion,  require that an agreement  governing the
availability,  use and disclosure of any  information  derived  pursuant to such
discussions,  and which may provide  indemnification to the Special Servicer for
any liability or damage that may arise therefrom,  be executed by the Consulting
Certificateholder.

         A "Consulting Certificateholder" shall be any Holder of Certificates of
the most subordinate  Class or the next most subordinate Class then outstanding,
which Certificates have a Certificate Balance of at least $3,000,000.

                                   ARTICLE IV

            DISTRIBUTIONS TO CERTIFICATEHOLDERS

         SECTION 4.1.      Distributions.

         (a) (I) On each  Remittance  Date,  to the  extent of Pooled  Available
Funds, amounts held in the Collection Account shall be withdrawn and remitted to
the Trustee for deposit in the Distribution Account in the following amounts:

                (i)    First, pro rata (A) to the Class
                       A-L-1 Interest in respect of
                       interest, (1) the Interest
                       Distribution Amount therefor, and
                       (2) the aggregate unpaid Interest
                       Shortfalls allocated to the Class
                       A-L-1 Interest on any prior
                       Distribution Date; (B) to the
                       Class A-L-2 Interest in respect of
                       interest, (1) the Interest
                       Distribution Amount therefor, and
                       (2) the aggregate unpaid Interest
                       Shortfalls allocated to the Class
                       A-L-2 Interest on any prior
                       Distribution Date; (C) to the
                       Class B-L Interest in respect of
                       interest, (1) the portion of the
                       Interest Distribution Amount
                       therefor that is in excess of


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                       interest thereon at the Class B Pass-Through Rate and (2)
                       a proportionate  amount of any unpaid Interest Shortfalls
                       allocated   to  the  Class  B-L  Interest  on  any  prior
                       Distribution  Date;  (D) to the  Class  C-L  Interest  in
                       respect of  interest,  (1) the  portion  of the  Interest
                       Distribution   Amount  therefor  that  is  in  excess  of
                       interest thereon at the Class C Pass-Through Rate and (2)
                       a proportionate  amount of any unpaid Interest Shortfalls
                       allocated   to  the  Class  C-L  Interest  on  any  prior
                       Distribution  Date;  (E) to the  Class  D-L  Interest  in
                       respect of  interest,  (1) the  portion  of the  Interest
                       Distribution   Amount  therefor  that  is  in  excess  of
                       interest thereon at the Class D Pass-Through Rate and (2)
                       a proportionate  amount of any unpaid Interest Shortfalls
                       allocated   to  the  Class  D-L  Interest  on  any  prior
                       Distribution  Date;  (F) to the  Class  E-L  Interest  in
                       respect of  interest,  (1) the  portion  of the  Interest
                       Distribution   Amount  therefor  that  is  in  excess  of
                       interest thereon at the Class E Pass-Through Rate and (2)
                       a proportionate  amount of any unpaid Interest Shortfalls
                       allocated   to  the  Class  E-L  Interest  on  any  prior
                       Distribution  Date;  (G) to the  Class  F-L  Interest  in
                       respect of  interest,  (1) the  portion  of the  Interest
                       Distribution   Amount  therefor  that  is  in  excess  of
                       interest thereon at the Class F Pass-Through Rate and (2)
                       a proportionate  amount of any unpaid Interest Shortfalls
                       allocated   to  the  Class  F-L  Interest  on  any  prior
                       Distribution  Date;  (H) to the  Class  G-L  Interest  in
                       respect of  interest,  (1) the  portion  of the  Interest
                       Distribution   Amount  therefor  that  is  in  excess  of
                       interest thereon at the Class G Pass-Through Rate and (2)
                       a proportionate  amount of any unpaid Interest Shortfalls
                       allocated   to  the  Class  G-L  Interest  on  any  prior
                       Distribution  Date;  (I) to the  Class  H-L  Interest  in
                       respect of  interest,  (1) the  portion  of the  Interest
                       Distribution   Amount  therefor  that  is  in  excess  of
                       interest thereon at the Class H Pass-Through Rate and (2)
                       a proportionate  amount of any unpaid Interest Shortfalls
                       allocated   to  the  Class  H-L  Interest  on  any  prior
                       Distribution  Date;  (J) to the  Class  J-L  Interest  in
                       respect of  interest,  (1) the  portion  of the  Interest
                       Distribution   Amount  therefor  that  is  in  excess  of
                       interest thereon at the Class J Pass-Through Rate and (2)
                       a proportionate  amount of any unpaid Interest Shortfalls
                       allocated   to  the  Class  J-L  Interest  on  any  prior
                       Distribution  Date;  (K) to the  Class  K-L  Interest  in
                       respect of  interest,  (1) the  portion  of the  Interest
                       Distribution   Amount  therefor  that  is  in  excess  of
                       interest thereon at the Class K Pass-Through Rate and (2)
                       a proportionate amount of any unpaid Interest Shortfalls


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<PAGE>



                       allocated   to  the  Class  K-L  Interest  on  any  prior
                       Distribution  Date;  (L) to the  Class  L-L  Interest  in
                       respect of  interest,  (1) the  portion  of the  Interest
                       Distribution   Amount  therefor  that  is  in  excess  of
                       interest thereon at the Class L-2  Pass-Through  Rate and
                       (2)  a  proportionate   amount  of  any  unpaid  Interest
                       Shortfalls  allocated  to the Class L-L  Interest  on any
                       prior Distribution Date; provided,  however, that amounts
                       payable pursuant to this subparagraph (i) will be reduced
                       by the  Class  A-EC  Subordinated  Advance  Amount,  such
                       reduction   being   allocated  to  the  REMIC  I  Regular
                       Interests in reverse alphabetical order;

                (ii)   Second, to the Class A-L-1 Interest,  in reduction of the
                       Certificate   Balance   thereof,   the  Pooled  Principal
                       Distribution Amount for such Distribution Date, until the
                       Certificate Balance thereof is reduced to zero;

                (iii)      Third, to the Class A-L-1
                           Interest, for the unreimbursed
                           amounts of Realized Losses, if
                           any, together with interest
                           thereon at the Class A-1
                           Pass-Through Rate from the date
                           on which such unreimbursed
                           Realized Loss was allocated (or
                           the date on which interest was
                           last paid) to, but not
                           including, the Distribution
                           Date following the Remittance
                           Date on which distributions in
                           respect of such unreimbursed
                           Realized Loss are made pursuant
                           to this subparagraph, up to an
                           amount equal to the aggregate
                           of such unreimbursed Realized
                           Losses previously allocated to
                           such REMIC I Regular Interest
                           and interest thereon, provided
                           that any distribution pursuant
                           to this subparagraph shall be
                           deemed to be distributed first
                           in respect of any such interest
                           and then in respect of any such
                           unreimbursed Realized Loss;

                (iv)   Fourth, to the Class A-L-2 Interest,  in reduction of the
                       Certificate   Balance   thereof,   the  Pooled  Principal
                       Distribution Amount for such Distribution Date, until the
                       Certificate Balance thereof is reduced to zero;

                (v)    Fifth, to the Class A-L-2 Interest,
                       for the unreimbursed amounts of
                       Realized Losses, if any, together
                       with interest thereon at the Class
                       A-2 Pass-Through Rate from the date
                       on which such unreimbursed Realized
                       Loss was allocated (or the date on
                       which interest was last paid) to,
                       but not including, the Distribution
                       Date following the Remittance Date
                       on which distributions in respect
                       of such unreimbursed Realized Loss
                       are made pursuant to this


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<PAGE>



                       subparagraph,  up to an amount equal to the  aggregate of
                       such unreimbursed Realized Losses previously allocated to
                       such  REMIC I  Regular  Interest  and  interest  thereon,
                       provided   that  any   distribution   pursuant   to  this
                       subparagraph  shall be deemed to be distributed  first in
                       respect of any such  interest  and then in respect of any
                       such unreimbursed Realized Loss;

                (vi)   Sixth, to the Class B-L Interest,
                       in respect of interest, (A) the
                       portion of the Interest
                       Distribution Amount therefor that
                       is equal to interest thereon at the
                       Class B Pass-Through Rate and
                       (B) a proportionate amount of the
                       aggregate unpaid Interest
                       Shortfalls allocated to the Class
                       B-L Interest on any prior
                       Distribution Date;

                (vii)  Seventh, after the Certificate
                       Balance of the Class A-L Interest
                       has been reduced to zero, to the
                       Class B-L Interest, in reduction of
                       the Certificate Balance thereof,
                       the Pooled Principal Distribution
                       Amount less the portion thereof
                       distributed on such Distribution
                       Date pursuant to any preceding
                       clause, until the Certificate
                       Balance of the Class B-L Interest
                       is reduced to zero;

                (viii)     Eighth, to the Class B-L
                           Interest, for the unreimbursed
                           amounts of Realized Losses, if
                           any, together with interest
                           thereon at the Class B
                           Pass-Through Rate from the date
                           on which such unreimbursed
                           Realized Loss was allocated (or
                           the date on which interest was
                           last paid) to, but not
                           including, the Distribution
                           Date following the Remittance
                           Date on which distributions in
                           respect of such unreimbursed
                           Realized Loss are made pursuant
                           to this subparagraph, up to an
                           amount equal to the aggregate
                           of such unreimbursed Realized
                           Losses previously allocated to
                           such REMIC I Regular Interest
                           and interest thereon, provided
                           that any distribution pursuant
                           to this subparagraph shall be
                           deemed to be distributed first
                           in respect of any such interest
                           and then in respect of any such
                           unreimbursed Realized Loss;

                (ix)   Ninth, to the Class C-L Interest,
                       in respect of interest, (A) the
                       portion of the Interest
                       Distribution Amount therefor that
                       is equal to interest thereon at the
                       Class C Pass-Through Rate and
                       (B) a proportionate amount of the
                       aggregate unpaid Interest
                       Shortfalls allocated to the Class
                       C-L Interest on any prior
                       Distribution Date;



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<PAGE>



                (x)    Tenth, after the Certificate
                       Balance of the Class B-L Interest
                       has been reduced to zero, to the
                       Class C-L Interest, in reduction of
                       the Certificate Balance thereof,
                       the Pooled Principal Distribution
                       Amount less the portion thereof
                       distributed on such Distribution
                       Date pursuant to any preceding
                       clause, until the Certificate
                       Balance of the Class C-L Interest
                       is reduced to zero;

                (xi)   Eleventh, to the Class C-L
                       Interest, for the unreimbursed
                       amounts of Realized Losses, if
                       any, together with interest thereon
                       at the Class C Pass-Through Rate
                       from the date on which such
                       unreimbursed Realized Loss was
                       allocated (or the date on which
                       interest was last paid) to, but not
                       including, the Distribution Date
                       following the Remittance Date on
                       which distributions in respect of
                       such unreimbursed Realized Loss are
                       made pursuant to this subparagraph,
                       up to an amount equal to the
                       aggregate of such unreimbursed
                       Realized Losses previously
                       allocated to such REMIC I Regular
                       Interest and interest thereon,
                       provided that any distribution
                       pursuant to this subparagraph shall
                       be deemed to be distributed first
                       in respect of any such interest and
                       then in respect of any such
                       unreimbursed Realized Loss;

                (xii)  Twelfth, to the Class D-L Interest,
                       in respect of interest, (A) the
                       portion of the Interest
                       Distribution Amount therefor that
                       is equal to interest thereon at the
                       Class D Pass-Through Rate and
                       (B) a proportionate amount of the
                       aggregate unpaid Interest
                       Shortfalls allocated to the Class
                       D-L Interest on any prior
                       Distribution Date;

                (xiii)     Thirteenth, after the
                           Certificate Balance of the
                           Class C-L Interest has been
                           reduced to zero, to the Class
                           D-L Interest, in reduction of
                           the Certificate Balance
                           thereof, the Pooled Principal
                           Distribution Amount less the
                           portion thereof distributed on
                           such Distribution Date pursuant
                           to any preceding clause, until
                           the Certificate Balance of the
                           Class D-L Interest is reduced
                           to zero;

                (xiv)  Fourteenth, to the Class D-L
                       Interest, for the unreimbursed
                       amounts of Realized Losses, if
                       any, together with interest thereon
                       at the Class D Pass-through Rate
                       from the date on which such
                       unreimbursed Realized Loss was
                       allocated (or the date on which
                       interest was last paid) to, but not
                       including, the Distribution Date
                       following the Remittance Date on
                       which distributions in respect of
                       such


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                       unreimbursed  Realized  Loss  are made  pursuant  to this
                       subparagraph,  up to an amount equal to the  aggregate of
                       such unreimbursed Realized Losses previously allocated to
                       such  REMIC I  Regular  Interest  and  interest  thereon,
                       provided   that  any   distribution   pursuant   to  this
                       subparagraph  shall be deemed to be distributed  first in
                       respect of any such  interest  and then in respect of any
                       such unreimbursed Realized Loss;

                (xv)   Fifteenth, to the Class E-L
                       Interest, in respect of interest,
                       (A) the portion of the Interest
                       Distribution Amount therefor that
                       is equal to interest thereon at the
                       Class E Pass-Through Rate and (B)
                       a proportionate amount of the
                       aggregate unpaid Interest
                       Shortfalls allocated to the Class
                       E-L Interest on any prior
                       Distribution Date;

                (xvi)  Sixteenth, after the Certificate
                       Balance of the Class D-L Interest
                       has been reduced to zero, to the
                       Class E-L Interest, in reduction of
                       the Certificate Balance thereof,
                       the Pooled Principal Distribution
                       Amount less the portion thereof
                       distributed on such Distribution
                       Date pursuant to any preceding
                       clause, until the Certificate
                       Balance of the Class E-L Interest
                       is reduced to zero;

                (xvii) Seventeenth,   to  the  Class  E-L   Interest,   for  the
                       unreimbursed amounts of Realized Losses, if any, together
                       with interest  thereon at the Class E  Pass-Through  Rate
                       from the date on which such  unreimbursed  Realized  Loss
                       was  allocated  (or the date on which  interest  was last
                       paid)  to,  but  not  including,  the  Distribution  Date
                       following the Remittance Date on which  distributions  in
                       respect  of such  unreimbursed  Realized  Loss  are  made
                       pursuant to this  subparagraph,  up to an amount equal to
                       the  aggregate  of  such  unreimbursed   Realized  Losses
                       previously allocated to such REMIC I Regular Interest and
                       interest thereon, provided that any distribution pursuant
                       to this  subparagraph  shall be deemed to be  distributed
                       first in respect of any such interest and then in respect
                       of any such unreimbursed Realized Loss;

                (xviii)    Eighteenth, to the Class F-L
                           Interest, in respect of
                           interest, (A) the portion of
                           the Interest Distribution
                           Amount therefor that is equal
                           to interest thereon at the
                           Class F Pass-Through Rate and
                           (B) a proportionate amount of
                           the aggregate unpaid Interest
                           Shortfalls allocated to the
                           Class F-L Interest on any prior
                           Distribution Date;


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                (xix)  Nineteenth, after the Certificate
                       Balance of the Class E-L Interest
                       has been reduced to zero, to the
                       Class F-L Interest, in reduction of
                       the Certificate Balance thereof,
                       the Pooled Principal Distribution
                       Amount less the portion thereof
                       distributed on such Distribution
                       Date pursuant to any preceding
                       clause, until the Certificate
                       Balance of the Class F-L Interest
                       is reduced to zero;

                (xx)   Twentieth, to the Class F-L
                       Interest, for the unreimbursed
                       amounts of Realized Losses, if
                       any, together with interest thereon
                       at the Class F Pass-Through Rate
                       from the date on which such
                       unreimbursed Realized Loss was
                       allocated (or the date on which
                       interest was last paid) to, but not
                       including, the Distribution Date
                       following the Remittance Date on
                       which distributions in respect of
                       such unreimbursed Realized Loss are
                       made pursuant to this subparagraph,
                       up to an amount equal to the
                       aggregate of such unreimbursed
                       Realized Losses previously
                       allocated to such REMIC I Regular
                       Interest and interest thereon,
                       provided that any distribution
                       pursuant to this subparagraph shall
                       be deemed to be distributed first
                       in respect of any such interest and
                       then in respect of any such
                       unreimbursed Realized Loss;

                (xxi)  Twenty-First, to the Class G-L
                       Interest, in respect of interest,
                       (A) the portion of the Interest
                       Distribution Amount therefor that
                       is equal to interest thereon at the
                       Class G Pass-Through Rate and (B)
                       a proportionate amount of the
                       aggregate unpaid Interest
                       Shortfalls allocated to the Class
                       G-L Interest on any prior
                       Distribution Date;

                (xxii) Twenty-Second, after the Certificate Balance of the Class
                       F-L Interest  has been reduced to zero,  to the Class G-L
                       Interest,   in  reduction  of  the  Certificate   Balance
                       thereof,  the Pooled Principal  Distribution  Amount less
                       the portion thereof distributed on such Distribution Date
                       pursuant to any preceding  clause,  until the Certificate
                       Balance of the Class G-L Interest is reduced to zero;

                (xxiii)    Twenty-Third, to the Class G-L
                           Interest, for the unreimbursed
                           amounts of Realized Losses, if
                           any, together with interest
                           thereon at the Class G
                           Pass-Through Rate from the date
                           on which such unreimbursed
                           Realized Loss was allocated (or
                           the date on which interest was
                           last paid) to, but not
                           including, the Distribution
                           Date following the Remittance
                           Date on which distributions in
                           respect of such


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<PAGE>



                       unreimbursed  Realized  Loss  are made  pursuant  to this
                       subparagraph,  up to an amount equal to the  aggregate of
                       such unreimbursed Realized Losses previously allocated to
                       such  REMIC I  Regular  Interest  and  interest  thereon,
                       provided   that  any   distribution   pursuant   to  this
                       subparagraph  shall be deemed to be distributed  first in
                       respect of any such  interest  and then in respect of any
                       such unreimbursed Realized Loss;

                (xxiv) Twenty-Fourth,  to the Class H-L Interest,  in respect of
                       interest,  (A) the portion of the  Interest  Distribution
                       Amount therefor that is equal to interest  thereon at the
                       Class H Pass-Through Rate and (B) a proportionate  amount
                       of the aggregate unpaid Interest Shortfalls  allocated to
                       the Class H-L Interest on any prior Distribution Date;


                (xxv)  Twenty-Fifth, after the Certificate
                       Balance of the Class G-L Interest
                       has been reduced to zero, to the
                       Class H-L Interest, in reduction of
                       the Certificate Balance thereof,
                       the Pooled Principal Distribution
                       Amount less the portion thereof
                       distributed on such Distribution
                       Date pursuant to any preceding
                       clause, until the Certificate
                       Balance of the Class H-L Interest
                       is reduced to zero;

                (xxvi) Twenty-Sixth,   to  the  Class  H-L  Interest,   for  the
                       unreimbursed amounts of Realized Losses, if any, together
                       with interest  thereon at the Class H  Pass-Through  Rate
                       from the date on which such  unreimbursed  Realized  Loss
                       was  allocated  (or the date on which  interest  was last
                       paid)  to,  but  not  including,  the  Distribution  Date
                       following the Remittance Date on which  distributions  in
                       respect  of such  unreimbursed  Realized  Loss  are  made
                       pursuant to this  subparagraph,  up to an amount equal to
                       the  aggregate  of  such  unreimbursed   Realized  Losses
                       previously allocated to such REMIC I Regular Interest and
                       interest thereon, provided that any distribution pursuant
                       to this  subparagraph  shall be deemed to be  distributed
                       first in respect of any such interest and then in respect
                       of any such unreimbursed Realized Loss;

                (xxvii)    Twenty-Seventh, to the Class
                           J-L Interest, in respect of
                           interest, (A) the portion of
                           the Interest Distribution
                           Amount therefor that is equal
                           to interest thereon at the
                           Class J Pass-Through Rate and
                           (B) a proportionate amount of
                           the


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<PAGE>



                       aggregate unpaid Interest
                       Shortfalls allocated to the Class
                       J-L Interest on any prior
                               Distribution Date;

                (xxviii)   Twenty-Eighth, after the
                           Certificate Balance of the
                           Class H-L Interest has been
                           reduced to zero, to the Class
                           J-L Interest, in reduction of
                           the Certificate Balance
                           thereof, the Pooled Principal
                           Distribution Amount less the
                           portion thereof distributed on
                           such Distribution Date pursuant
                           to any preceding clause, until
                           the Certificate Balance of the
                           Class J-L Interest is reduced
                           to zero;

                (xxix) Twenty-Ninth,   to  the  Class  J-L  Interest,   for  the
                       unreimbursed amounts of Realized Losses, if any, together
                       with interest  thereon at the Class J  Pass-Through  Rate
                       from the date on which such  unreimbursed  Realized  Loss
                       was  allocated  (or the date on which  interest  was last
                       paid)  to,  but  not  including,  the  Distribution  Date
                       following the Remittance Date on which  distributions  in
                       respect  of such  unreimbursed  Realized  Loss  are  made
                       pursuant to this  subparagraph,  up to an amount equal to
                       the  aggregate  of  such  unreimbursed   Realized  Losses
                       previously allocated to such REMIC I Regular Interest and
                       interest thereon, provided that any distribution pursuant
                       to this  subparagraph  shall be deemed to be  distributed
                       first in respect of any such interest and then in respect
                       of any such unreimbursed Realized Loss;

                (xxx)  Thirtieth, to the Class K-L
                       Interest, in respect of interest,
                       (A) the portion of the Interest
                       Distribution Amount therefor that
                       is equal to interest thereon at the
                       Class K Pass-Through Rate and (B)
                       a proportionate amount of the
                       aggregate unpaid Interest
                       Shortfalls allocated to the Class
                       K-L Interest on any prior
                       Distribution Date;

                (xxxi) Thirty-First,  after the Certificate Balance of the Class
                       J-L Interest  has been reduced to zero,  to the Class K-L
                       Interest,   in  reduction  of  the  Certificate   Balance
                       thereof,  the Pooled Principal  Distribution  Amount less
                       the portion thereof distributed on such Distribution Date
                       pursuant to any preceding  clause,  until the Certificate
                       Balance of the Class K-L Interest is reduced to zero;

                (xxxii)    Thirty-Second, to the Class
                           K-L Interest, for the
                           unreimbursed amounts of
                           Realized Losses, if any,
                           together with interest thereon
                           at the Class K Pass-Through
                           Rate from the date on which
                           such unreimbursed Realized Loss


                           96

<PAGE>



                       was  allocated  (or the date on which  interest  was last
                       paid)  to,  but  not  including,  the  Distribution  Date
                       following the Remittance Date on which  distributions  in
                       respect  of such  unreimbursed  Realized  Loss  are  made
                       pursuant to this  subparagraph,  up to an amount equal to
                       the  aggregate  of  such  unreimbursed   Realized  Losses
                       previously allocated to such REMIC I Regular Interest and
                       interest thereon, provided that any distribution pursuant
                       to this  subparagraph  shall be deemed to be  distributed
                       first in respect of any such interest and then in respect
                       of any such unreimbursed Realized Loss;

                (xxxiii)   Thirty-Third, to the Class L-L
                           Interest, in respect of
                           interest, (A) the portion of
                           the Interest Distribution
                           Amount therefor that is equal
                           to interest thereon at the
                           Class L-2 Pass-Through Rate and
                           (B) a proportionate amount of
                           the aggregate unpaid Interest
                           Shortfalls allocated to the
                           Class L-L Interest on any prior
                           Distribution Date;

                (xxxiv)Thirty-Fourth, after the Certificate Balance of the Class
                       L-L Interest  has been reduced to zero,  to the Class L-L
                       Interest,   in  reduction  of  the  Certificate   Balance
                       thereof,  the Pooled Principal  Distribution  Amount less
                       the portion thereof distributed on such Distribution Date
                       pursuant to any preceding  clause,  until the Certificate
                       Balance of the Class L-L Interest is reduced to zero;

                (xxxv) Thirty-Fifth,   to  the  Class  L-L  Interest,   for  the
                       unreimbursed amounts of Realized Losses, if any, together
                       with interest thereon at the Class L-2 Pass-Through  Rate
                       from the date on which such  unreimbursed  Realized  Loss
                       was  allocated  (or the date on which  interest  was last
                       paid)  to,  but  not  including,  the  Distribution  Date
                       following the Remittance Date on which  distributions  in
                       respect  of such  unreimbursed  Realized  Loss  are  made
                       pursuant to this  subparagraph,  up to an amount equal to
                       the  aggregate  of  such  unreimbursed   Realized  Losses
                       previously allocated to such REMIC I Regular Interest and
                       interest thereon, provided that any distribution pursuant
                       to this  subparagraph  shall be deemed to be  distributed
                       first in respect of any such interest and then in respect
                       of any such unreimbursed Realized Loss; and

                (xxxvi) Thirty-Sixth, with respect to
Class A-EC Subordinated                  Advance Amounts,
                                         to each of the
                                         REMIC I Regular
                                         Interests that
                                         have been
                                         allocated Class
                                         A-EC Subordinated


                           97

<PAGE>



                       Advance  Amounts,   in  proportion  to  such  Class  A-EC
                       Subordinated   Advance   Amounts   previously   allocated
                       thereto.

         Notwithstanding  anything to the  contrary in this  Agreement,  on each
Distribution Date prior to the earlier of (i) the Senior Principal  Distribution
Cross-Over  Date and (ii) the final  Distribution  Date in  connection  with the
termination of the Trust Fund, all distributions of principal to the Class A-L-1
Interest and the Class A-L-2  Interest will be paid,  first,  to the Class A-L-1
Interest  until  the  Certificate  Balance  thereof  is  reduced  to  zero,  and
thereafter, to the Class A-L-2 Interest until the Certificate Balance thereof is
reduced to zero.  On each  Distribution  Date on and after the Senior  Principal
Distribution Cross-Over Date, and in any event on the final Distribution Date in
connection with the termination of the Trust Fund, distributions of principal on
the Class A-L-1  Interest and the Class A-L-2  Interest will be paid pro rata in
accordance with their respective  Certificate Balances  outstanding  immediately
prior to such Distribution Date, until each such Certificate  Balance is reduced
to zero.

         (II) On each  Remittance  Date,  the Trustee  shall receive for deposit
into the  Distribution  Account in  respect  of each  REMIC I Regular  Interest,
distributions  from amounts on deposit in the  Collection  Account in respect of
Prepayment Premiums,  if any,  distributable to its Related Certificate pursuant
to  Section  4.1(c);  provided  that  amounts  distributable  to the Class  A-EC
Certificates  pursuant  to such  Section  shall be  received  by the Trustee for
deposit in the Distribution Account in respect of the Class A-L-1 Interest,  the
Class A-L-2  Interest,  the Class B-L Interest,  Class C-L  Interest,  Class D-L
Interest,  Class E-L Interest,  the Class F-L Interest,  the Class G-L Interest,
the Class H-L Interest,  the Class J-L Interest and the Class K-L Interest,  pro
rata in accordance with their respective Certificate Balances.

         (III) On each  Remittance  Date,  the Trustee shall receive for deposit
into the  Distribution  Account in  respect  of each  REMIC I Regular  Interest,
distributions  from amounts on deposit in the  Collection  Account in respect of
Default  Interest  received in the related  Collection  Period with respect to a
Mortgage  Loan that is in default with respect to its Balloon  Payment,  if any,
distributable  to its  Related  Certificate  pursuant to the last  paragraph  of
Section 4.1(b)(I).

         (b) (I) On each Distribution Date, to the extent of amounts remitted to
the Distribution Account pursuant to Section 4.1(a)(I), Holders of each Class of
Certificates (other than the Residual  Certificates) shall receive distributions
from amounts on deposit in the Distribution  Account, up to the Pooled Available
Funds for such  Distribution  Date,  in the amounts and in the order of priority
set forth below:

                (i)    First, to the Class A-1
                       Certificates, Class A-2
                       Certificates and Class A-EC
                       Certificates, pro rata in
                       accordance with the Class Interest
                       Distribution Amount of each
                       (excluding any Class A-EC
                       Subordinated Advance Amounts for
                       such Distribution Date), up to
                       an amount equal to the Class
                       Interest Distribution Amount of
                       each such Class for such


                           98

<PAGE>



                       Distribution Date (excluding any
                       Class A-EC Subordinated Advance
                       Amounts for such Distribution
                       Date);

                (ii)   Second, to the Class A-1
                       Certificates, the Class A-2
                       Certificates and Class A-EC
                       Certificates, pro rata in
                       accordance with the Class Interest
                       Shortfall of each (excluding any
                       Class Interest Shortfalls on the
                       Class A-EC Certificates
                       attributable to the Class A-EC
                       Subordinated Advance Amounts), up
                       to an amount equal to the aggregate
                       unpaid Class Interest Shortfalls
                       previously allocated to such Class
                       on any previous Distribution Dates
                       and not paid (excluding any Class
                       Interest Shortfalls on the Class
                       A-EC Certificates attributable to
                       the Class A-EC Subordinated Advance
                       Amounts);

                (iii)      Third, to the Class A-1
                           Certificates, in reduction of
                           the Certificate Balance
                           thereof, the Pooled Principal
                           Distribution Amount for such
                           Distribution Date, until the
                           Certificate Balance thereof is
                           reduced to zero;

                (iv)   Fourth, after the Certificate
                       Balance of the Class A-1
                       Certificates has been reduced to
                       zero, to the Class A-2
                       Certificates, in reduction of the
                       Certificate Balance thereof, the
                       Pooled Principal Distribution
                       Amount for such Distribution Date,
                       until the Certificate Balance
                       thereof is reduced to zero;

                (v)    Fifth, to the Class A-1
                       Certificates and the Class A-2
                       Certificates, pro rata, for the
                       unreimbursed amounts of Realized
                       Losses, if any, together with
                       interest thereon at the
                       Pass-Through Rate of such Class
                       from the date on which such
                       unreimbursed Realized Loss was
                       allocated (or the date on which
                       interest was last paid) to, but not
                       including, the Distribution Date on
                       which distributions in respect of
                       such unreimbursed Realized Loss are
                       made pursuant to this subparagraph,
                       up to an amount equal to the
                       aggregate of such unreimbursed
                       Realized Losses previously
                       allocated to the Class A-1
                       Certificates and the Class A-2
                       Certificates and interest thereon,
                       provided that any distribution
                       pursuant to this subparagraph shall
                       be deemed to be distributed first
                       in respect of any such interest and
                       then in respect of any such
                       unreimbursed Realized Loss;

                (vi)   Sixth, to the Class B Certificates, up to an amount equal
                       to the Class Interest  Distribution  Amount of such Class
                       for such Distribution
                       Date;


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<PAGE>



                (vii)  Seventh,  to the  Class B  Certificates,  up to an amount
                       equal to the aggregate  unpaid Class Interest  Shortfalls
                       previously  allocated  to  such  Class  on  any  previous
                       Distribution Dates and not paid;

                (viii)     Eighth, after the Certificate
                           Balance of the Class A-2
                           Certificates has been reduced
                           to zero, to the Class B
                           Certificates, in reduction of
                           the Certificate Balance
                           thereof, the Pooled Principal
                           Distribution Amount for such
                           Distribution Date less the
                           portion thereof distributed on
                           such Distribution Date pursuant
                           to any preceding clause, until
                           the Certificate Balance thereof
                           is reduced to zero;

                (ix)   Ninth, to the Class B Certificates,
                       for the unreimbursed amounts of
                       Realized Losses, if any, together
                       with interest thereon at the
                       Pass-Through Rate of such Class
                       from the date on which such
                       unreimbursed Realized Loss was
                       allocated (or the date on which
                       interest was last paid) to, but not
                       including, the Distribution Date on
                       which distributions in respect of
                       such unreimbursed Realized Loss are
                       made pursuant to this subparagraph,
                       up to an amount equal to the
                       aggregate of such unreimbursed
                       Realized Losses previously
                       allocated to the Class B
                       Certificates and interest thereon,
                       provided that any distribution
                       pursuant to this subparagraph shall
                       be deemed to be distributed first
                       in respect of any such interest and
                       then in respect of any such
                       unreimbursed Realized Loss;

                (x)    Tenth, to the Class C Certificates, up to an amount equal
                       to the Class Interest  Distribution  Amount of such Class
                       for such Distribution
                       Date;

                (xi)   Eleventh,  to the Class C  Certificates,  up to an amount
                       equal to the aggregate  unpaid Class Interest  Shortfalls
                       previously  allocated  to  such  Class  on  any  previous
                       Distribution Dates and not paid;

                (xii)  Twelfth, after the Certificate
                       Balance of the Class B Certificates
                       has been reduced to zero, to the
                       Class C Certificates, in reduction
                       of the Certificate Balance thereof,
                       the Pooled Principal Distribution
                       Amount for such Distribution Date
                       less the portion thereof
                       distributed on such Distribution
                       Date pursuant to any preceding
                       clause, until the Certificate
                       Balance thereof is reduced to zero;



                           100

<PAGE>



                (xiii)     Thirteenth, to the Class C
                           Certificates, for the
                           unreimbursed amounts of
                           Realized Losses, if any,
                           together with interest thereon
                           at the Pass-Through Rate of
                           such Class from the date on
                           which such unreimbursed
                           Realized Loss was allocated (or
                           the date on which interest was
                           last paid) to, but not
                           including, the Distribution
                           Date on which distributions in
                           respect of such unreimbursed
                           Realized Loss are made pursuant
                           to this subparagraph, up to an
                           amount equal to the aggregate
                           of such unreimbursed Realized
                           Losses previously allocated to
                           the Class C Certificates and
                           interest thereon, provided that
                           any distribution pursuant to
                           this subparagraph shall be
                           deemed to be distributed first
                           in respect of any such interest
                           and then in respect of any such
                           unreimbursed Realized Loss;

                (xiv)  Fourteenth, to the Class D Certificates,  up to an amount
                       equal to the Class Interest  Distribution  Amount of such
                       Class for such Distribution Date;

                (xv)   Fifteenth,  to the Class D Certificates,  up to an amount
                       equal to the aggregate  unpaid Class Interest  Shortfalls
                       previously  allocated  to  such  Class  on  any  previous
                       Distribution Dates and not paid;

                (xvi)  Sixteenth, after the Certificate
                       Balance of the Class C Certificates
                       has been reduced to zero, to the
                       Class D Certificates, in reduction
                       of the Certificate Balance thereof,
                       the Pooled Principal Distribution
                       Amount for such Distribution Date
                       less the portion thereof
                       distributed on such Distribution
                       Date pursuant to any preceding
                       clause, until the Certificate
                       Balance thereof is reduced to zero;

                (xvii) Seventeenth,  to  the  Class  D  Certificates,   for  the
                       unreimbursed amounts of Realized Losses, if any, together
                       with interest  thereon at the  Pass-Through  Rate of such
                       Class from the date on which such  unreimbursed  Realized
                       Loss was  allocated  (or the date on which  interest  was
                       last paid) to, but not including,  the Distribution  Date
                       on which  distributions  in respect of such  unreimbursed
                       Realized Loss are made pursuant to this subparagraph,  up
                       to an amount equal to the aggregate of such  unreimbursed
                       Realized  Losses  previously  allocated  to the  Class  D
                       Certificates  and  interest  thereon,  provided  that any
                       distribution  pursuant  to  this  subparagraph  shall  be
                       deemed to be  distributed  first in  respect  of any such
                       interest  and then in  respect  of any such  unreimbursed
                       Realized Loss;


                           101

<PAGE>



                (xviii)    Eighteenth,  to the  Class E  Certificates,  up to an
                           amount  equal  to  the  Class  Interest  Distribution
                           Amount of such Class for such Distribution
                                      Date;

                (xix)  Nineteenth, to the Class E Certificates,  up to an amount
                       equal to the aggregate  unpaid Class Interest  Shortfalls
                       previously  allocated  to  such  Class  on  any  previous
                       Distribution Dates and not paid;

                (xx)   Twentieth, after the Certificate
                       Balance of the Class D Certificates
                       has been reduced to zero, to the
                       Class E Certificates, in reduction
                       of the Certificate Balance thereof,
                       the Pooled Principal Distribution
                       Amount for such Distribution Date
                       less the portion thereof
                       distributed on such Distribution
                       Date pursuant to any preceding
                       clause, until the Certificate
                       Balance thereof is reduced to zero;

                (xxi)  Twenty-First, to the Class E
                       Certificates, for the unreimbursed
                       amounts of Realized Losses, if
                       any, together with interest thereon
                       at the Pass-Through Rate of such
                       Class from the date on which such
                       unreimbursed Realized Loss was
                       allocated (or the date on which
                       interest was last paid) to, but not
                       including, the Distribution Date on
                       which distributions in respect of
                       such unreimbursed Realized Loss are
                       made pursuant to this subparagraph,
                       up to an amount equal to the
                       aggregate of such unreimbursed
                       Realized Losses previously
                       allocated to the Class E
                       Certificates and interest thereon,
                       provided that any distribution
                       pursuant to this subparagraph shall
                       be deemed to be distributed first
                       in respect of any such interest and
                       then in respect of any such
                       unreimbursed Realized Loss;

                (xxii) Twenty-Second,  to the  Class  F  Certificates,  up to an
                       amount equal to the Class Interest Distribution Amount of
                       such Class for such Distribution Date;

                (xxiii)    Twenty-Third,  to the Class F Certificates,  up to an
                           amount equal to the aggregate  unpaid Class  Interest
                           Shortfalls  previously allocated to such Class on any
                           previous Distribution Dates and not paid;

                (xxiv) Twenty-Fourth, after the Certificate Balance of the Class
                       E  Certificates  has been reduced to zero, to the Class F
                       Certificates,  in  reduction of the  Certificate  Balance
                       thereof,  the Pooled  Principal  Distribution  Amount for
                       such   Distribution   Date  less  the   portion   thereof
                       distributed on


                           102

<PAGE>



                       such Distribution Date pursuant to
                       any preceding clause, until the
                       Certificate Balance thereof is
                       reduced to zero;

                (xxv)  Twenty-Fifth, to the Class F
                       Certificates, for the unreimbursed
                       amounts of Realized Losses, if
                       any, together with interest thereon
                       at the Pass-Through Rate of such
                       Class from the date on which such
                       unreimbursed Realized Loss was
                       allocated (or the date on which
                       interest was last paid) to, but not
                       including, the Distribution Date on
                       which distributions in respect of
                       such unreimbursed Realized Loss are
                       made pursuant to this subparagraph,
                       up to an amount equal to the
                       aggregate of such unreimbursed
                       Realized Losses previously
                       allocated to the Class F
                       Certificates and interest thereon,
                       provided that any distribution
                       pursuant to this subparagraph shall
                       be deemed to be distributed first
                       in respect of any such interest and
                       then in respect of any such
                       unreimbursed Realized Loss;

                (xxvi) Twenty-Sixth,  to  the  Class  G  Certificates,  up to an
                       amount equal to the Class Interest Distribution Amount of
                       such Class for such Distribution Date;

                (xxvii)    Twenty-Seventh, to the Class G Certificates, up to an
                           amount equal to the aggregate  unpaid Class  Interest
                           Shortfalls  previously allocated to such Class on any
                           previous Distribution Dates and not paid;

                (xxviii)   Twenty-Eighth, after the
                           Certificate Balance of the
                           Class F Certificates has been
                           reduced to zero, to the Class G
                           Certificates, in reduction of
                           the Certificate Balance
                           thereof, the Pooled Principal
                           Distribution Amount for such
                           Distribution Date less the
                           portion thereof distributed on
                           such Distribution Date pursuant
                           to any preceding clause, until
                           the Certificate Balance thereof
                           is reduced to zero;

                (xxix) Twenty-Ninth,  to  the  Class  G  Certificates,  for  the
                       unreimbursed amounts of Realized Losses, if any, together
                       with interest  thereon at the  Pass-Through  Rate of such
                       Class from the date on which such  unreimbursed  Realized
                       Loss was  allocated  (or the date on which  interest  was
                       last paid) to, but not including,  the Distribution  Date
                       on which  distributions  in respect of such  unreimbursed
                       Realized Loss are made pursuant to this subparagraph,  up
                       to an amount equal to the aggregate of such  unreimbursed
                       Realized  Losses  previously  allocated  to the  Class  G
                       Certificates  and  interest  thereon,  provided  that any
                       distribution pursuant to


                           103

<PAGE>



                       this subparagraph shall be deemed to be distributed first
                       in  respect of any such  interest  and then in respect of
                       any such unreimbursed Realized Loss;

                (xxx)  Thirtieth,  to the Class H Certificates,  up to an amount
                       equal to the Class Interest  Distribution  Amount of such
                       Class for such Distribution Date;

                (xxxi) Thirty-First,  to  the  Class  H  Certificates,  up to an
                       amount  equal  to the  aggregate  unpaid  Class  Interest
                       Shortfalls  previously  allocated  to such  Class  on any
                       previous Distribution Dates and not paid;

                (xxxii)    Thirty-Second, after the
                           Certificate Balance of the
                           Class G Certificates has been
                           reduced to zero, to the Class H
                           Certificates, in reduction of
                           the Certificate Balance
                           thereof, the Pooled Principal
                           Distribution Amount for such
                           Distribution Date less the
                           portion thereof distributed on
                           such Distribution Date pursuant
                           to any preceding clause, until
                           the Certificate Balance thereof
                           is reduced to zero;

                (xxxiii)   Thirty-Third, to the Class H
                           Certificates, for the
                           unreimbursed amounts of
                           Realized Losses, if any,
                           together with interest thereon
                           at the Pass-Through Rate of
                           such Class from the date on
                           which such unreimbursed
                           Realized Loss was allocated (or
                           the date on which interest was
                           last paid) to, but not
                           including, the Distribution
                           Date on which distributions in
                           respect of such unreimbursed
                           Realized Loss are made pursuant
                           to this subparagraph, up to an
                           amount equal to the aggregate
                           of such unreimbursed Realized
                           Losses previously allocated to
                           the Class H Certificates and
                           interest thereon, provided that
                           any distribution pursuant to
                           this subparagraph shall be
                           deemed to be distributed first
                           in respect of any such interest
                           and then in respect of any such
                           unreimbursed Realized Loss;

                (xxxiv)Thirty-Fourth,  to the  Class  J  Certificates,  up to an
                       amount equal to the Class Interest Distribution Amount of
                       such Class for such Distribution Date;

                (xxxv) Thirty-Fifth,  to  the  Class  J  Certificates,  up to an
                       amount  equal  to the  aggregate  unpaid  Class  Interest
                       Shortfalls  previously  allocated  to such  Class  on any
                       previous Distribution Dates and not paid;



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                (xxxvi)Thirty-Sixth,  after the Certificate Balance of the Class
                       H  Certificates  has been reduced to zero, to the Class J
                       Certificates,  in  reduction of the  Certificate  Balance
                       thereof,  the Pooled  Principal  Distribution  Amount for
                       such   Distribution   Date  less  the   portion   thereof
                       distributed  on such  Distribution  Date  pursuant to any
                       preceding clause,  until the Certificate  Balance thereof
                       is reduced to zero;

                (xxxvii)   Thirty-Seventh, to the Class J
                           Certificates, for the
                           unreimbursed amounts of
                           Realized Losses, if any,
                           together with interest thereon
                           at the Pass-Through Rate of
                           such Class from the date on
                           which such unreimbursed
                           Realized Loss was allocated (or
                           the date on which interest was
                           last paid) to, but not
                           including, the Distribution
                           Date on which distributions in
                           respect of such unreimbursed
                           Realized Loss are made pursuant
                           to this subparagraph, up to an
                           amount equal to the aggregate
                           of such unreimbursed Realized
                           Losses previously allocated to
                           the Class J Certificates and
                           interest thereon, provided that
                           any distribution pursuant to
                           this subparagraph shall be
                           deemed to be distributed first
                           in respect of any such interest
                           and then in respect of any such
                           unreimbursed Realized Loss;

                (xxxviii)  Thirty-Eighth,  to the Class K Certificates, up to an
                           amount  equal  to  the  Class  Interest  Distribution
                           Amount of such Class for such Distribution
                                      Date;

                (xxxix)Thirty-Ninth,  to  the  Class  K  Certificates,  up to an
                       amount  equal  to the  aggregate  unpaid  Class  Interest
                       Shortfalls  previously  allocated  to such  Class  on any
                       previous Distribution Dates and not paid;

                (xl)   Fortieth, after the Certificate
                       Balance of the Class J Certificates
                       has been reduced to zero, to the
                       Class K Certificates, in reduction
                       of the Certificate Balance thereof,
                       the Pooled Principal Distribution
                       Amount for such Distribution Date
                       less the portion thereof
                       distributed on such Distribution
                       Date pursuant to any preceding
                       clause, until the Certificate
                       Balance thereof is reduced to zero;

                (xli)  Forty-First, to the Class K
                       Certificates, for the unreimbursed
                       amounts of Realized Losses, if
                       any, together with interest thereon
                       at the Pass-Through Rate of such
                       Class from the date on which such
                       unreimbursed Realized Loss was
                       allocated (or the date on which
                       interest was last paid) to, but not
                       including, the Distribution Date on
                       which


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<PAGE>



                       distributions  in respect of such  unreimbursed  Realized
                       Loss are made  pursuant  to this  subparagraph,  up to an
                       amount  equal  to  the  aggregate  of  such  unreimbursed
                       Realized  Losses  previously  allocated  to the  Class  K
                       Certificates  and  interest  thereon,  provided  that any
                       distribution  pursuant  to  this  subparagraph  shall  be
                       deemed to be  distributed  first in  respect  of any such
                       interest  and then in  respect  of any such  unreimbursed
                       Realized Loss;

                (xlii) Forty-Second,  to the  Class L-2  Certificates,  up to an
                       amount equal to the Class Interest Distribution Amount of
                       such Class for such Distribution Date;


                (xliii)    Forty-Third, to the Class L-2 Certificates,  up to an
                           amount equal to the aggregate  unpaid Class  Interest
                           Shortfalls  previously allocated to such Class on any
                           previous Distribution Dates and not paid;

                (xliv) Forty-Fourth,  after the Certificate Balance of the Class
                       K Certificates has been reduced to zero, to the Class L-1
                       Certificates,  in  reduction of the  Certificate  Balance
                       thereof,  the Pooled  Principal  Distribution  Amount for
                       such   Distribution   Date  less  the   portion   thereof
                       distributed  on such  Distribution  Date  pursuant to any
                       preceding clause,  until the Certificate  Balance thereof
                       is reduced to zero; and

                (xlv)  Forty-Fifth, to the Class L-1
                       Certificates, for the unreimbursed
                       amounts of Realized Losses, if
                       any, together with interest thereon
                       at the Pass-Through Rate of such
                       Class from the date on which such
                       unreimbursed Realized Loss was
                       allocated (or the date on which
                       interest was last paid) to, but not
                       including, the Distribution Date on
                       which distributions in respect of
                       such unreimbursed Realized Loss are
                       made pursuant to this subparagraph,
                       up to an amount equal to the
                       aggregate of such unreimbursed
                       Realized Losses previously
                       allocated to the Class L-1
                       Certificates and interest thereon,
                       provided that any distribution
                       pursuant to this subparagraph shall
                       be deemed to be distributed first
                       in respect of any such interest and
                       then in respect of any such
                       unreimbursed Realized Loss.

                (xlvi) Forty-Sixth,  to the Class  A-EC  Certificates,  up to an
                       amount  equal  to the  Class  A-EC  Subordinated  Advance
                       Amount for such Distribution Date, plus the aggregate


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                       unpaid Class A-EC Subordinated
                       Advance Amounts from any previous
                       Distribution Dates.

All references to pro rata in the preceding clauses shall mean pro rata based on
the amount distributable pursuant to such clause.

         Notwithstanding  anything to the  contrary in this  Agreement,  on each
Distribution Date prior to the earlier of (i) the Senior Principal  Distribution
Cross-Over  Date and (ii) the final  Distribution  Date in  connection  with the
termination of the Trust Fund, all  distributions  of principal to the Class A-1
Certificates and Class A-2 Certificates  will be paid,  first, to Holders of the
Class A-1  Certificates  until the Certificate  Balance of such  Certificates is
reduced to zero, and thereafter, to holders of the Class A-2 Certificates, until
the  Certificate  Balance  of such  Certificates  is  reduced  to zero.  On each
Distribution  Date on and after the  Senior  Principal  Distribution  Cross-Over
Date,  and in any event on the final  Distribution  Date in connection  with the
termination  of the Trust  Fund,  distributions  of  principal  on the Class A-1
Certificates and Class A-2 Certificates will be paid to Holders of such Class of
Certificates,  pro rata in accordance with their respective Certificate Balances
outstanding  immediately prior to such Distribution  Date, until the Certificate
Balance of each such Class of Certificates is reduced to zero.

         On  each  Distribution  Date,   following  the  distribution  from  the
Collection Account to the Distribution  Account pursuant to Section 4.1(a)(III),
Default  Interest  received in the related  Collection  Period with respect to a
Mortgage  Loan that is in default with respect to its Balloon  Payment  shall be
distributed  from amounts  deposited  in the  Distribution  Account  pursuant to
Section  4.6(b)(iv)  on each  Distribution  Date to the  Holders of the Class of
Certificates  that is entitled to  distributions in respect of principal on such
Distribution  Date;  provided  that if more  than one Class of  Certificates  is
entitled to distributions in respect of principal on such Distribution Date, the
amount of such Default Interest will be allocated among such Classes pro rata in
accordance with their respective  Certificate Balances immediately prior to such
Distribution Date.

         (II) On each Distribution  Date,  amounts remaining in the Distribution
Account  following the  distributions  to the  Certificates  pursuant to Section
4.1(b)(I) and (c) shall be distributed as follows:

                (i)    First, to the Class R-II
                       Certificates, in an amount equal to
                       the Class R-II Distribution Amount
                       for such Distribution Date; and

                (ii)   Second, to the Class R-I Certificates, in an amount equal
                       to any remaining funds in the Distribution Account.

         (c) On each  Distribution  Date,  following the  distribution  from the
Collection Account to the Distribution  Account pursuant to Section  4.1(a)(II),
the Paying Agent shall make distributions of Prepayment Premiums with respect to
any Principal Prepayments


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<PAGE>



received  in  the  related  Collection  Period  from  amounts  deposited  in the
Distribution Account pursuant to Section 4.6(b)(i) as follows:

         (I)  Any  Prepayment  Premiums  calculated  with  reference  to a yield
maintenance  formula  ("Yield  Maintenance  Charges")  received  in the  related
Collection  Period  shall be  distributed  to the  holders  of the  Certificates
outstanding  on such  Distribution  Date, in the following  amounts and order of
priority:

                (a)    to each of the Class A-1, Class
                       A-2, Class B, Class C,
                       Class D, and Class E Certificates,
                       an amount equal to the product of
                       (A) a fraction, the numerator of
                       which is the amount distributed as
                       principal to such Class on such
                       Distribution Date, and the
                       denominator of which is the total
                       amount distributed as principal to
                       all Classes of Certificates on such
                       Distribution Date, (B) the Base
                       Interest Fraction for the related
                       principal payment and such Class of
                       Certificates and (C) the aggregate
                       amount of Yield Maintenance Charges
                       collected on such Principal
                       Prepayment during the related
                       Collection Period; and

                (b)    any   remaining   Prepayment   Premiums   following   the
                       distribution  in clause  (i)  immediately  above,  to the
                       Class A- EC Certificates.

         (II) Any  Prepayment  Premiums that are not Yield  Maintenance  Charges
received in the related Collection Period shall be distributed to the Holders of
the Class A-EC Certificates.

         (III)  Notwithstanding  the  foregoing,  Prepayment  Premiums  shall be
distributed  on any  Distribution  Date only to the extent they are  received in
respect of the Mortgage Loans in the related Collection Period.

         (d) The Certificate  Balances of the REMIC I Regular  Interests will be
reduced  without  distribution  on any  Distribution  Date as a write-off to the
extent of any  Realized  Losses with respect to such date.  Any such  write-offs
will be  applied  to the  REMIC I  Regular  Interests:  first,  to the Class L-L
Interest;  second, to the Class K-L Interest;  third, to the Class J-L Interest,
fourth, to the Class H-L Interest,  fifth, to the Class G-L Interest;  sixth, to
the Class F-L Interest; seventh, to the Class E-L Interest; eighth, to the Class
D-L  Interest;  ninth,  to the  Class  C-L  Interest;  tenth,  to the  Class B-L
Interest;  and  eleventh,  to the  Class  A-L-1  Interest  and the  Class  A-L-2
Interest,  pro rata in accordance  with their  respective  Certificate  Balances
outstanding immediately prior to such Distribution Date.

The Certificate  Balances of the Regular Certificates (other than the Class A-EC
and  Class  L-2  Certificates)  will  be  reduced  without  distribution  on any
Distribution  Date,  as a write-off,  to the extent that,  after  allocation  of
Realized Losses in accordance with the preceding sentence, the


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Certificate Balance of any Class of Certificates exceeds the Certificate Balance
of its Related REMIC I Regular Interest.

         (e) All amounts  distributable  to a Class of Certificates  pursuant to
this Section 4.1 on each Distribution Date shall be allocated pro rata among the
outstanding Certificates in each such Class based on their respective Percentage
Interests. Such distributions shall be made on each Distribution Date other than
the Termination Date to each  Certificateholder  of record on the related Record
Date by check  mailed by first class mail to the  address set forth  therefor in
the Certificate Register or, provided that such Certificateholder  either (i) is
DTC or its  nominee  or  (ii)  holds  Certificates  with  an  aggregate  initial
Certificate  Balance,  Class A-EC Notional Balance or Class L-2 Notional Balance
in excess of  $5,000,000,  and shall have  provided  the Paying  Agent with wire
instructions  in writing at least five Business Days prior to the related Record
Date, by wire  transfer of  immediately  available  funds to the account of such
Certificateholder  at a bank or other  entity  located in the United  States and
having  appropriate   facilities  therefor.   The  final  distribution  on  each
Certificate  shall  be  made in like  manner,  but  only  upon  presentment  and
surrender of such  Certificate  at the office of the Trustee or its agent (which
may be the  Paying  Agent or the  Certificate  Registrar  acting as such  agent)
maintained  in the  Borough  of  Manhattan  that is  specified  in the notice to
Certificateholders of such final distribution.

         (f) Except as  otherwise  provided  in Section  9.1 with  respect to an
Anticipated Termination Date, the Trustee shall, no later than the fifteenth day
of the month in the month  preceding  the  Distribution  Date on which the final
distribution with respect to any Class of Certificates is expected to be made or
such later day as the Trustee  becomes  aware that the final  distribution  with
respect to any Class of  Certificates  is expected to be made on the  succeeding
Distribution  Date, mail to each Holder of such Class of Certificates and to the
Rating Agencies, on such day a notice to the effect that:

         (A)    the Trustee reasonably expects, based upon
                information previously provided to it,
                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 Trustee
                therein specified; and

         (B)    if such final distribution is made on such Distribution Date, no
                interest shall accrue on such  Certificates  from and after such
                Distribution Date;

provided,  however,  that the Class R-I and Class R-II Certificates shall remain
outstanding  until  there is no other Class of  Certificates  or REMIC I Regular
Interests outstanding.

         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 Distribution  Date, be set
aside and held in trust for the benefit of the appropriate  non-tendering Holder
or Holders.  If any  Certificates  as to which notice has been given pursuant to
this Section 4.1(f) shall not have been surrendered for cancellation  within six
months after the time specified in such notice,  the Trustee shall mail a second
notice to the


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<PAGE>



remaining non-tendering Certificateholders, at their last addresses shown in the
Certificate  Register, to surrender their Certificates for cancellation in order
to receive from such funds held the final distribution with respect thereto. If,
within one year after the second notice, any of such Certificates shall not have
been  surrendered  for  cancellation,  the Trustee  may,  directly or through an
agent,   take   appropriate   steps  to  contact  the  remaining   non-tendering
Certificateholders  concerning  surrender of their  Certificates.  The costs and
expenses  of   maintaining   such  funds  in  trust  and  of   contacting   such
Certificateholders  shall be paid out of such funds.  If, within two years after
the second notice,  any such  Certificates  shall not have been  surrendered for
cancellation,  the Paying  Agent shall pay to the Class R-II  Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be
payable to any Certificateholder on any amount held in trust hereunder or by the
Trustee  as a  result  of such  Certificateholder's  failure  to  surrender  its
Certificate(s) for final payment thereof in accordance with this Section 4.1(f).
Any such  amounts  transferred  to the  Trustee  may be  invested  in  Permitted
Investments and all income and gain realized from investment of such funds shall
be for the  benefit of the  Trustee.  In the event the Trustee is  permitted  or
required to invest any amounts in Permitted  Investments  under this  Agreement,
whether in its  capacity  as Trustee  or in the event of its  assumption  of the
duties of, or becoming the  successor  to, the Servicer in  accordance  with the
terms of this Agreement, it shall invest such amounts in the following Permitted
Investments  and priority,  in each case only for so long as any such investment
shall continue to be a Permitted  Investment:  (1) Federated  Money Market Fund,
and (2) if (1) above is not available, Permitted Investments under clause (i) of
the  definition  of Permitted  Investments.  The Trustee  shall deposit into the
applicable  account  funds in the amount of any loss  incurred in respect of any
such Permitted Investment immediately upon realization of such loss.

         (g)  Notwithstanding  any provision in this  Agreement to the contrary,
the aggregate  amount  distributable  to each Class pursuant to this Section 4.1
shall be reduced by the aggregate  amount paid to any Person pursuant to Section
6.3 or Section  8.5(d),  such  reduction to be allocated  among such Classes pro
rata,  based upon the respective  amounts so  distributable  without taking into
account  the  provision  of this  Section  4.1(g).  Such  reduction  of  amounts
otherwise  distributable  to a Class  shall be  allocated  first in  respect  of
interest and second in respect of principal.  For purposes of determining  Class
Interest Shortfalls and Certificate  Balances,  the amount of any such reduction
so allocated to a Class shall be deemed to have been distributed to such Class.

         SECTION 4.2.      Statements to Rating Agencies
                           and Certificateholders;
                           Available Information;
                           Information Furnished to
                           Financial Market Publisher.

         (a) On each Distribution Date, the Trustee shall prepare and forward by
mail to each Rating Agency and each Holder of a Certificate,  with copies to the
Depositor,  Paying Agent, the Placement Agents, Servicer and Special Servicer, a
statement as to such distribution setting forth for each Class, as applicable:

         (i)    Pooled Principal Distribution Amount and
                the amount allocable to principal included
                in Pooled Available Funds;


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         (ii)          The Class Interest  Distribution Amount  distributable to
                       such  Class  and the  amount of  Pooled  Available  Funds
                       allocable  thereto,  together  with  any  Class  Interest
                       Shortfall allocable to such Class;

         (iii)         The amount of any P&I Advances by
                       the Servicer, the Trustee or the
                       Fiscal Agent included in the
                       amounts distributed to the
                       Certificateholders;

         (iv)   The  Certificate  Balance  of each Class of  Certificates  after
                giving effect to the  distribution  of amounts in respect of the
                Pooled Principal Distribution Amount on such Distribution Date;

         (v)    Realized Losses and their allocation to
                the Certificate Balance of any Class of
                Certificates;

         (vi)   The Scheduled Principal Balance of the
                Mortgage Loans as of the Due Date
                preceding such Distribution Date;

         (vii)         The number and aggregate principal
                       balance of Mortgage Loans (A)
                       delinquent one month, (B)
                       delinquent two months, (C)
                       delinquent three or more months,
                       (D) as to which foreclosure
                       proceedings have been commenced and
                       (E) that otherwise constitute
                       Specially Serviced Mortgage Loans,
                       and, with respect to each Specially
                       Serviced Mortgage Loan, the amount
                       of Property Advances made during
                       the related Collection Period, the
                       amount of the P&I Advance made on
                       such Distribution Date, the
                       aggregate amount of Property
                       Advances theretofore made that
                       remain unreimbursed and the
                       aggregate amount of P&I Advances
                       theretofore made that remain
                       unreimbursed;

         (viii)        With  respect  to any  Mortgage  Loan that  became an REO
                       Mortgage Loan during the preceding  calendar  month,  the
                       principal balance of such Mortgage Loan as of the date it
                       became an REO Mortgage Loan;

         (ix)   As of the Due Date preceding such
                Distribution Date, as to any REO Property
                sold during the related Collection Period,
                the date on which the Special Servicer
                made a Final Recovery Determination and
                the amount of the proceeds of such sale
                deposited into the Collection Account, and
                the aggregate amount of REO Proceeds and
                Net REO Proceeds (in each case other than
                Liquidation Proceeds) and other revenues
                collected by the Special Servicer with
                respect to each REO Property during the
                related Collection Period and credited to
                the Collection Account, in each case
                identifying such REO Property by name;

         (x)    The outstanding  principal  balance of each REO Mortgage Loan as
                of the close of business on the  immediately  preceding Due Date
                and the


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                appraised value of the related REO
                Property per the most recent Updated
                Appraisal obtained;

         (xi)   The amount of the  Servicing  Compensation  paid to the Servicer
                with respect to such  Distribution  Date,  and the amount of the
                additional servicing  compensation  described in Section 3.12(a)
                that was paid to the Servicer with respect to such  Distribution
                Date;

         (xii)         The amount of any Special Servicing Fee,  Disposition Fee
                       or Workout Fee paid to the Special  Servicer with respect
                       to such Distribution Date;

         (xiii)        (A) The amount of Prepayment  Premiums,  if any, received
                       during the related  Collection Period, and (B) the amount
                       of  Default   Interest   received   during  the   related
                       Collection Period; and

         (xiv)  Any additional  information  regarding the Mortgage Loans, which
                the Servicer or the Special  Servicer,  in its sole  discretion,
                delivers   to   the   Trustee    for    distribution    to   the
                Certificateholders.

         In the case of information  furnished pursuant to subclauses (i), (ii),
(iii) and (xiii)(A)  above, the amounts shall be expressed as a dollar amount in
the aggregate for all  Certificates of each applicable  Class and for each Class
of  Certificates  for a denomination  of $1,000 initial  Certificate  Balance or
Notional Balance.

         Within a reasonable period of time after the end of each calendar year,
the Trustee  shall  furnish to each  Person who at any time during the  calendar
year  was a Holder  of a  Certificate  (except  for a Class  R-I or  Class  R-II
Certificate)  and to each Rating Agency a statement  containing the  information
set forth in subclauses (i) and (ii) above, aggregated for such calendar year or
applicable  portion  thereof  during which such Person was a  Certificateholder.
Such  obligation  of the Trustee  shall be deemed to have been  satisfied to the
extent that it provided  substantially  comparable  information  pursuant to any
requirements of the Code as from time to time in force.

         On each Distribution  Date, the Trustee shall forward to each Holder of
a Class R-I or Class R-II  Certificate  a copy of the reports  forwarded  to the
other Certificateholders on such Distribution Date and a statement setting forth
the amounts, if any, actually distributed with respect to the Class R-I or Class
R-II Certificates on such Distribution Date.

         Within a reasonable period of time after the end of each calendar year,
the Trustee  shall  furnish to each  Person who at any time during the  calendar
year  was a  Holder  of a  Class  R-I or  Class  R-II  Certificate  a  statement
containing  the  information   provided  pursuant  to  the  previous   paragraph
aggregated  for such calendar year or applicable  portion  thereof  during which
such Person was a  Certificateholder.  Such  obligation  of the Trustee shall be
deemed to have been  satisfied  to the  extent  that it  provided  substantially
comparable  information pursuant to any requirements of the Code as from time to
time in force.



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<PAGE>



         In addition to the reports  required to be  delivered  pursuant to this
Section  4.2(a),  the Trustee shall make available upon request to each proposed
transferee of a Privately  Placed  Certificate such additional  information,  if
any,  required to be delivered under Rule 144A(d)(4) and in its possession so as
to permit the proposed transfer to be effected pursuant to Rule 144A.

         (b) On or within two Business Days  following each  Distribution  Date,
the Trustee shall prepare and furnish to the Financial  Market Publisher and the
Placement  Agents,  using the  format  and  media  mutually  agreed  upon by the
Trustee,  the Financial Market Publisher and the Placement Agents, the following
information  regarding each Mortgage Loan and any other  information  reasonably
requested by the Placement Agents and available to the Trustee:

         (i)    an identifying loan number;

         (ii)          the Mortgage Rate; and

         (iii)         the principal balance as of such
                               Distribution Date.

The  Trustee  shall only be  obligated  to deliver the  statements,  reports and
information  contemplated by Section 4.2(a) and 4.2(b) to the extent it receives
the necessary underlying  information from the Servicer and the Special Servicer
and shall not be liable for any failure to deliver any thereof on the prescribed
Due Dates, to the extent such failure is caused by the Servicer's or the Special
Servicer's  failure to deliver such  underlying  information in a timely manner.
Absent manifest error, the Trustee may conclusively rely on any such information
forwarded  to it by the  Servicer  and the  Special  Servicer  and shall have no
obligation to verify the same.  Nothing herein shall  obligate the Trustee,  the
Servicer or the Special  Servicer to violate (in the reasonable  judgment of the
Servicer,  the Special  Servicer or the Trustee,  as appropriate) any applicable
law or  provision  of any  Mortgage  Loan  document  prohibiting  disclosure  of
information  with respect to any  Borrower  and the failure of the Trustee,  the
Servicer or the  Special  Servicer to  disseminate  information  for such reason
shall not be a breach hereof.

         SECTION 4.3.      Compliance with Withholding
                           Requirements.

         Notwithstanding any other provision of this Agreement, the Paying Agent
shall comply with all federal withholding  requirements with respect to payments
to  Certificateholders  of interest or original  issue  discount that the Paying
Agent  reasonably  believes  are  applicable  under the  Code.  The  consent  of
Certificateholders  shall not be required for any such  withholding.  The Paying
Agent agrees that it will not  withhold  with respect to payments of interest or
original  issue discount in the case of a  Certificateholder  that is a non-U.S.
Person that has furnished or caused to be furnished (i) an effective Form W-8 or
Form  W-9 or an  acceptable  substitute  form or a  successor  form  and who has
informed the Trustee in writing that it is not a "10-percent shareholder" within
the meaning of Code Section  871(h)(3)(B) or a "controlled foreign  corporation"
described  in Code  Section  881(c)(3)(C)  with respect to the Trust Fund or the
Depositor,  or (ii) an effective Form 4224 or an acceptable substitute form or a
successor  form. In the event the Paying Agent or its agent withholds any amount
from interest or original  issue  discount  payments or advances  thereof to any
Certificateholder pursuant to federal


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withholding requirements, the Paying Agent shall indicate the amount withheld to
such  Certificateholder.  Any amount so withheld shall be treated as having been
distributed to such Certificateholder for all purposes of this Agreement.

         SECTION 4.4.      REMIC Compliance.

         (a) The  parties  intend  that  each  of  REMIC I and  REMIC  II  shall
constitute,  and  that  the  affairs  of each of  REMIC I and  REMIC II shall be
conducted so as to qualify it as, a "real estate mortgage investment conduit" as
defined in, and in accordance  with,  the REMIC  Provisions,  and the provisions
hereof shall be interpreted  consistently with this intention. In furtherance of
such intention,  the Trustee shall,  to the extent  permitted by applicable law,
act as agent,  and is hereby  appointed to act as agent,  of each of REMIC I and
REMIC II and shall on behalf of each of REMIC I and REMIC II: (i) prepare,  sign
and file,  or cause to be prepared and filed,  all required Tax Returns for each
of REMIC I and REMIC II,  using a calendar  year as the taxable year for each of
REMIC I and REMIC II,  when and as required  by the REMIC  Provisions  and other
applicable  federal,  state or local income tax laws; (ii) make an election,  on
behalf of each of REMIC I and REMIC II to be treated as a REMIC on Form 1066 for
its first taxable year, in accordance with the REMIC  Provisions;  (iii) prepare
and forward,  or cause to be prepared and forwarded,  to the  Certificateholders
and the Internal  Revenue Service and applicable state and local tax authorities
all  information  reports  as and  when  required  to be  provided  to  them  in
accordance with the REMIC Provisions;  (iv) if the filing or distribution of any
documents of an administrative nature not addressed in clauses (i) through (iii)
of this  Section  4.4 is then  required  by the  REMIC  Provisions  in  order to
maintain the status of REMIC I or REMIC II as a REMIC or is  otherwise  required
by the Code, prepare,  sign and file or distribute,  or cause to be prepared and
signed and filed or distributed, such documents with or to such Persons when and
as required by the REMIC  Provisions  or the Code or  comparable  provisions  of
state and local law;  (v) within  thirty  days of the Closing  Date,  furnish or
cause to be  furnished  to the  Internal  Revenue  Service,  on Form  8811 or as
otherwise may be required by the Code, the name, title and address of the Person
that the holders of the  Certificates  may contact for tax information  relating
thereto (and the Trustee shall act as the  representative of each of REMIC I and
REMIC II for this purpose),  together with such additional information as may be
required by such Form,  and shall update such  information  at the time or times
and in the  manner  required  by the Code (and the  Depositor  agrees  within 10
Business  Days of the  Closing  Date,  to  provide  any  information  reasonably
requested by the Trustee and necessary to make such  filing);  and (vi) maintain
such  records  relating to each of REMIC I and REMIC II as may be  necessary  to
prepare the  foregoing  returns,  schedules,  statements  or  information,  such
records,  for federal  income tax purposes,  to be maintained on a calendar year
and on an accrual basis.  The Holder of the largest  Percentage  Interest in the
Class R-I or Class R-II Certificates  shall be the tax matters person of REMIC I
or REMIC II, respectively, pursuant to Treasury Regulations Section 1.860F-4(d).
If more than one Holder  should hold an equal  Percentage  Interest in the Class
R-I or Class R-II  Certificates  larger than that held by any other Holder,  the
first such  Holder to have  acquired  such Class R-I or Class R-II  Certificates
shall be such tax matters person. The Trustee shall act as attorney-in-fact  and
agent for the tax  matters  person  of each of REMIC I and  REMIC  II,  and each
Holder of a Percentage Interest in the Class R-I or Class R-II Certificates,  by
acceptance thereof, is deemed to have consented to the Trustee's  appointment in
such capacity and agrees to execute any documents required to give effect


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thereto,  and any fees and expenses  incurred by the Trustee in connection  with
any audit or  administrative  or judicial  proceeding shall be paid by the Trust
Fund. The Trustee shall not intentionally  take any action or intentionally omit
to take any action if, in taking or  omitting to take such  action,  the Trustee
knows  that  such  action  or  omission  (as the case may be)  would  cause  the
termination  of the REMIC status of REMIC I or REMIC II or the imposition of tax
on  REMIC I or REMIC II  (other  than a tax on  income  expressly  permitted  or
contemplated to be received by the terms of this Agreement). Notwithstanding any
provision of this  paragraph to the contrary,  the Trustee shall not be required
to take any action  that the Trustee in good faith  believes to be  inconsistent
with any other provision of this  Agreement,  nor shall the Trustee be deemed in
violation  of this  paragraph  if it takes  any  action  expressly  required  or
authorized by any other provision of this Agreement,  and the Trustee shall have
no  responsibility  or  liability  with  respect to any act or  omission  of the
Depositor or the Servicer or the Special Servicer which causes the Trustee to be
unable to comply  with any of clauses (i)  through  (vi) of the fifth  preceding
sentence or which results in any action  contemplated  by clauses (i) or (ii) of
the next  succeeding  sentence.  In this regard the Trustee  shall (i)  exercise
reasonable  care not to allow the  occurrence of any  "prohibited  transactions"
with the meaning of Code Section  860F(a),  unless the party seeking such action
shall have  delivered  to the  Trustee an  Opinion of Counsel  (at such  party's
expense)  that such  occurrence  would not (A)  result  in a taxable  gain,  (B)
otherwise  subject  REMIC I or REMIC II to tax (other  than a tax at the highest
marginal  corporate tax rate on net income from  foreclosure  property),  or (C)
cause  either  REMIC I or  REMIC  II to fail to  qualify  as a  REMIC;  and (ii)
exercise  reasonable care not to allow the Trust Fund to receive income from the
performance of services or from assets not permitted under the REMIC  Provisions
to be held  by a REMIC  (provided,  however,  that  the  receipt  of any  income
expressly  permitted or contemplated by the terms of this Agreement shall not be
deemed to violate this clause).  None of the Servicer,  the Special Servicer and
the Depositor  shall be responsible or liable (except in connection with any act
or omission  referred to in the two preceding  sentences) for any failure by the
Trustee to comply with the  provisions of this Section 4.4. The  Depositor,  the
Special  Servicer and the Servicer  shall  cooperate in a timely manner with the
Trustee in  supplying  any  information  within  the  Depositor's,  the  Special
Servicer's or the Servicer's  control (other than any confidential  information)
that is  reasonably  necessary to enable the Trustee to perform its duties under
this Section 4.4.

         (b)  The  following   assumptions  are  to  be  used  for  purposes  of
determining the  anticipated  payments of principal and interest for calculating
the original  yield to maturity and original  issue discount with respect to the
Regular Certificates:  (i) each Mortgage Loan will pay principal and interest in
accordance  with its terms and  scheduled  payments  will be timely  received on
their Due Dates,  provided that the Mortgage  Loans in the aggregate will prepay
in  accordance  with the  Prepayment  Assumption;  and (ii) no Mortgage  Loan is
repurchased by the Depositor.

         SECTION 4.5.      Imposition of Tax on the Trust
                                      Fund.

         In  the  event  that  any  tax,   including   interest,   penalties  or
assessments,  additional  amounts or  additions to tax, is imposed on REMIC I or
REMIC II, such tax shall be charged against amounts  otherwise  distributable to
the Holders of the  Certificates;  provided,  that any taxes  imposed on any net
income from foreclosure property pursuant to Code Section 860G(d)


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or any  similar tax imposed by a state or local  jurisdiction  shall  instead be
treated  as an  expense of the  related  REO  Property  in  determining  Net REO
Proceeds with respect to such REO Property  (and until such taxes are paid,  the
Servicer from time to time shall  withdraw from the Collection  Account  amounts
reasonably determined by the Special Servicer to be necessary to pay such taxes,
which the Servicer shall maintain in a separate,  non-interest-bearing  account,
and the Servicer shall deposit in the Collection  Account the excess  determined
by the Servicer  from time to time of the amount in such account over the amount
necessary to pay such taxes) and shall be paid therefrom.  Except as provided in
the preceding sentence,  the Trustee is hereby authorized to and shall retain or
cause to be retained  from Pooled  Available  Funds  sufficient  funds to pay or
provide for the payment of, and to actually  pay, such tax as is legally owed by
REMIC I and REMIC II (but such authorization  shall not prevent the Trustee from
contesting,  at the  expense  of the  Trust  Fund,  any such tax in  appropriate
proceedings,  and withholding  payment of such tax, if permitted by law, pending
the outcome of such proceedings).  The Trustee is hereby authorized to and shall
segregate or cause to be segregated, in a separate non-interest bearing account,
(i) the net income from any "prohibited  transaction" under Code Section 860F(a)
or (ii) the amount of any  contribution to REMIC I or REMIC II after the Startup
Day that is subject to tax under Code  Section  860G(d)  and use such  income or
amount, to the extent necessary,  to pay such tax, such amounts to be segregated
from  the  Collection  Account  with  respect  to  any  such  net  income  of or
contribution  to REMIC I and from the  Distribution  Account with respect to any
such net income of or contribution to REMIC II (and return the balance  thereof,
if any, to the Collection Account or the Distribution  Account,  as the case may
be). To the extent that any such tax is paid to the  Internal  Revenue  Service,
the  Trustee  shall  retain  an  equal  amount  from  future  amounts  otherwise
distributable to the Holders of the Class R-I or the Class R-II  Certificates as
the case may be, and shall  distribute  such retained  amounts to the Holders of
REMIC I Regular Interests or Regular Certificates, as applicable, until they are
fully  reimbursed and then to the Holders of the Class R-I  Certificates  or the
Class R-II  Certificates,  as  applicable.  None of the  Servicer,  the  Special
Servicer and the Trustee shall be  responsible  for any taxes imposed on REMIC I
or REMIC II, in any case,  except to the extent  such tax is  attributable  to a
breach of a  representation  or warranty of the Servicer or the Special Servicer
or an act or omission of the  Servicer,  the Special  Servicer or the Trustee in
contravention of this Agreement,  provided,  further,  that such breach,  act or
omission could result in liability under Section 6.3 in the case of the Servicer
or Special Servicer or Section 8.5, in the case of the Trustee.  Notwithstanding
anything in this Agreement to the contrary,  in each such case, the Servicer and
the Special Servicer shall not be responsible for the Trustee's  breaches,  acts
or omissions, and the Trustee shall not be responsible for the breaches, acts or
omissions of the Servicer or the Special Servicer.

         SECTION 4.6.      Remittances; P&I Advances.

         (a) For  purposes of this  Section 4.6,  "Applicable  Monthly  Payment"
shall  mean,  for any  Mortgage  Loan with  respect  to any  month,  (A) if such
Mortgage Loan is delinquent as to its Balloon  Payment  (including  any Mortgage
Loan as to which the related  Mortgaged  Property has become an REO Property and
for any month  after the  related  Balloon  Payment  would have been  due),  the
related Assumed Scheduled Payment and (B) if such Mortgage Loan is not described
by the  preceding  clause  (including  any such  Mortgage  Loan as to which  the
related Mortgaged Property has become an REO Property), the Monthly Payment.


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         (b) On the Remittance  Date  immediately  preceding  each  Distribution
Date, the Servicer shall:

                (i) remit to the Trustee from the Collection Account for deposit
         in the Distribution  Account an amount equal to the Prepayment Premiums
         received  by the  Servicer  in the  Collection  Period  preceding  such
         Remittance Date;

                (ii)  remit to the  Trustee  from  the  Collection  Account  for
         deposit  in the  Distribution  Account  an amount  equal to the  Pooled
         Available Funds for such Distribution Date (excluding P&I Advances);

                (iii) make an advance (each, a "P&I  Advance"),  by deposit into
         the  Collection  Account,  and remit  such  amount to the  Distribution
         Account,  in an  amount  equal  to the  sum of the  Applicable  Monthly
         Payment for each  Mortgage  Loan,  to the extent such  amounts were not
         received  on such  Mortgage  Loans as of the close of  business  on the
         Business Day immediately preceding the Remittance Date; and

                (iv)  remit to the  Trustee  from  the  Collection  Account  for
         deposit  in the  Distribution  Account an amount  equal to the  Default
         Interest  with  respect to any  Mortgage  Loan that is in default  with
         respect  to  its  Balloon  Payment  received  by  the  Servicer  in the
         Collection Period preceding such Remittance Date.

         (c) Upon the Servicer's  receipt of the Updated  Appraisal  relating to
each Seriously  Delinquent  Loan,  the Servicer shall  determine the amount (the
"Anticipated  Loss")  equal  to the  excess,  if any,  of (i) the sum of (w) the
Scheduled  Principal  Balance  of  such  Mortgage  Loan  as of  the  immediately
preceding  Determination  Date, (x) to the extent not previously advanced by the
Servicer,  Trustee or Fiscal  Agent,  all  accrued  and unpaid  interest on such
Mortgage Loan at a per annum rate equal to the related  Mortgage  Rate,  (y) all
unreimbursed  Advances with respect to such Mortgage Loan with interest  thereon
at the  Advance  Rate,  and (z) to the extent  not  previously  advanced  by the
Servicer,  Trustee or Fiscal  Agent,  all  currently  due but unpaid real estate
taxes and assessments,  insurance premiums, and, if applicable,  ground rents in
respect of the  related  Mortgaged  Property  and a good faith  estimate  of any
expenses  relating to uncontested  foreclosure,  realization  and liquidation of
such Mortgaged Property, over (ii) an amount equal to 90% of the appraised value
of the related Mortgaged Property as reflected in the Updated Appraisal thereof;
provided, however, that in the event the Updated Appraisal has not been received
within 60 days after the Special Servicer has ordered such appraisal pursuant to
Section  3.10(a),  the  Anticipated  Loss shall be equal to 40% of the Scheduled
Principal  Balance of the  Seriously  Delinquent  Loan;  provided,  further that
promptly upon its receipt of such appraisal,  the Servicer shall recalculate the
Anticipated Loss. Notwithstanding Section 4.6(b)(iii), upon determination of the
Anticipated  Loss with respect to any Seriously  Delinquent  Loan, the amount of
any P&I Advance  required to be made with respect to such Mortgage Loan shall be
an amount  equal to the product of (A) the amount of the P&I Advance  that would
be required to be made in respect of such  Mortgage  Loan without  regard to the
application  of this  sentence,  multiplied by (B) a fraction,  the numerator of
which is equal to the  Scheduled  Principal  Balance of such Mortgage Loan as of
the immediately


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preceding  Determination  Date less the Anticipated  Loss and the denominator of
which is such Scheduled Principal Balance.

         (d)    [Reserved]

         (e) If, as of 5:00 p.m., New York City time, on any Remittance Date the
Servicer  shall not (i) have made the P&I Advance  required to have been made on
such date pursuant to Section  4.6(b)(iii) or (ii) delivered the certificate and
documentation related to a determination of nonrecoverability, the Trustee shall
immediately  notify the Fiscal Agent by telephone promptly confirmed in writing,
and the  Trustee  shall no later than 10:00  a.m.,  New York City time,  on such
Distribution Date deposit into the Distribution Account in immediately available
funds an amount equal to the P&I Advances  otherwise  required to have been made
by the  Servicer.  If the Trustee  fails to make any P&I Advance  required to be
made under this  Section  4.6,  the Fiscal Agent shall make such P&I Advance not
later  than  12:00  p.m.,  New York City time,  on such  Distribution  Date and,
thereby, the Trustee shall not be in default under this Agreement.

         (f) Anything to the contrary in this Agreement notwithstanding, none of
the  Servicer,  the Trustee or the Fiscal Agent shall be obligated to make a P&I
Advance on any date on which a P&I Advance is  otherwise  required to be made by
this  Section  4.6  if  the  Servicer,  the  Trustee  or the  Fiscal  Agent,  as
applicable,  determines that such Advance will be a Nonrecoverable  Advance. The
Trustee and the Fiscal  Agent shall be  entitled to rely,  conclusively,  on any
determination  by  the  Servicer  that  a  P&I  Advance,  if  made,  would  be a
Nonrecoverable Advance. The Trustee and the Fiscal Agent, in determining whether
or not a P&I Advance  previously  made is, or a proposed P&I  Advance,  if made,
would be, a Nonrecoverable  Advance shall be subject to the standards applicable
to the Servicer hereunder.

         (g) The Servicer, the Trustee or the Fiscal Agent, as applicable, shall
be entitled to, and the Servicer  hereby  covenants  and agrees to promptly seek
and effect,  the  reimbursement of P&I Advances it makes to the extent permitted
pursuant to Section 3.6(ii) of this Agreement  together with any related Advance
Interest Amount in respect of such P&I Advances to the extent permitted pursuant
to Section 3.6(iii).

                                    ARTICLE V

                                THE CERTIFICATES

         SECTION 5.1.      The Certificates.

         The Certificates  consist of the Class A-1 Certificates,  the Class A-2
Certificates, the Class A-EC Certificates, the Class B Certificates, the Class C
Certificates,  the Class D Certificates,  the Class E Certificates,  the Class F
Certificates,  the Class G Certificates,  the Class H Certificates,  the Class J
Certificates,  the Class K Certificates,  the Class L-1 Certificates,  the Class
L-2 Certificates, the Class R-I Certificates and the Class R-II Certificates.



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         The Class A-1, Class A-2, Class A-EC,  Class B, Class C, Class D, Class
E, Class F, Class G, Class H, Class J, Class K, Class L-1,  Class L-2, Class R-I
and Class R-II
Certificates  will be substantially in the forms annexed hereto as Exhibits A-1,
A-2, A-3, A-4, A-5, A-6, A-7, A-8, A-9, A-10,  A-11,  A-12, A-13, A-14, A-15 and
A-16,  respectively.  The  Certificates  of  each  Class  will  be  issuable  in
definitive  physical form only,  registered in the name of the holders  thereof;
provided,  however,  that in accordance  with Section 5.3  beneficial  ownership
interests  in the Class A-1,  Class A-2,  Class B, Class C, Class D, and Class E
Certificates shall initially be represented by Book-Entry  Certificates held and
transferred through the book-entry facilities of the Securities  Depository,  in
minimum  denominations  of authorized  initial  Certificate  Balance or notional
amount, as described in the succeeding table. The Book- Entry Certificates shall
be in  minimum  denominations  of  $100,000  and  multiples  of $1,000 in excess
thereof and the  Certificates  other than  Book-Entry  Certificates  shall be in
minimum denominations of $100,000 and multiples of $1 in excess thereof,  except
one  Certificate  of each such Class may be issued which  represents a different
initial  Certificate Balance or Notional Balance to accommodate the remainder of
the initial  Certificate  Balance or related Notional  amount.  Each Certificate
will share ratably in all rights of the related  Class.  The Class R-I and Class
R-II Certificates  shall each be issuable in one or more registered,  definitive
physical  certificates in minimum  denominations of 5% Percentage  Interests and
integral  multiples of a 1% Percentage  Interest in excess  thereof and together
aggregating the entire 100% Percentage Interest in each such Class.

                                Aggregate Denominations
                              of all Certificates of Class
             Minimum        (in initial Certificate Balance or
        Class Denomination     initial Notional Balance)
         A-1  $100,000           $145,744,000.00
         A-2  $100,000           $210,167,000.00
        A-EC  $100,000           $512,101,998.44
          B   $100,000           $ 30,727,000.00
          C   $100,000           $ 28,166,000.00
          D   $100,000           $ 23,045,000.00
          E   $100,000           $  7,682,000.00
          F   $100,000           $ 15,364,000.00
          G   $100,000           $ 12,803,000.00
          H   $100,000           $  5,122,000.00
          J   $100,000           $ 12,803,000.00
          K   $100,000            $ 7,682,000.00
         L-1  $100,000           $ 12,796,998.44
         L-2  $100,000            $12,796,998.44

         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.


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         Each  Certificate may be printed or in typewritten or similar form, and
each  Certificate  shall,  upon original  issue,  be executed by the Trustee and
authenticated  by the Trustee or the  Authenticating  Agent and delivered to the
Depositor.  All Certificates shall be executed by manual or facsimile  signature
on behalf of the Trustee or  Authenticating  Agent by an  authorized  officer or
signatory.  Certificates  bearing the signature of an individual  who was at any
time the proper  officer or  signatory  of the Trustee or  Authenticating  Agent
shall  bind the  Trustee  or  Authenticating  Agent,  notwithstanding  that such
individual  has ceased to hold such office or position  prior to the delivery of
such  Certificates  or did not hold such  office or position at the date of such
Certificates.  No  Certificate  shall be  entitled  to any  benefit  under  this
Agreement, or be valid for any purpose, unless there appears on such Certificate
a certificate  of  authentication  in the form set forth in Exhibits A-1 through
A-16  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 5.2.      Registration, Transfer and
                           Exchange of Certificates.

         (a) The Trustee shall keep or cause to be kept at the  Corporate  Trust
Office books (the  "Certificate  Register") for the  registration,  transfer and
exchange of Certificates (the Trustee, in such capacity,  being the "Certificate
Registrar"). The names and addresses of all Certificateholders and the names and
addresses of the  transferees  of any  Certificates  shall be  registered in the
Certificate Register.  The Person in whose name any Certificate is so registered
shall be deemed  and  treated  as the sole  owner  and  Holder  thereof  for all
purposes of this  Agreement and the  Certificate  Registrar,  the Servicer,  the
Special Servicer,  the Trustee, the Fiscal Agent, any Paying Agent and any agent
of any of them shall not be affected by any notice or knowledge to the contrary.
An  Individual  Certificate  is  transferable  or  exchangeable  only  upon  the
surrender of such  Certificate  to the  Certificate  Registrar at the  Corporate
Trust Office together with an assignment and transfer (executed by the Holder or
his duly authorized attorney),  subject to the requirements of this Section 5.2.
Upon request of the Trustee, the Certificate Registrar shall provide the Trustee
with the names, addresses and Percentage Interests of the Holders.

         (b) Upon  surrender  for  registration  of transfer  of any  Individual
Certificate,  subject to the requirements of this Section 5.2, the Trustee shall
execute and the Authenticating  Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized
denominations of a like aggregate  Certificate Balance.  Such Certificates shall
be delivered by the  Certificate  Registrar in accordance with this Section 5.2.
Each Certificate surrendered for registration of transfer shall be cancelled and
subsequently destroyed by the Certificate Registrar. Each new Certificate issued
pursuant to this  Section 5.2 shall be  registered  in the name of any Person as
the transferring  Holder may request,  subject to the provisions of this Section
5.2.

         (c) The exchange,  transfer and  registration of transfer of Individual
Certificates  that are  Privately  Placed  Certificates  shall be subject to the
restrictions  set forth  below (in  addition  to the  other  provisions  of this
Section 5.2:


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         (i)      The Certificate Registrar shall register
                  the transfer of an Individual
                  Certificate that is a Privately Placed
                  Certificate if the requested transfer is
                  being made to a transferee who has
                  provided the Certificate Registrar with
                  an Investment Representation Letter
                  substantially in the form of Exhibit D-1
                  hereto (an "Investment Representation
                  Letter"), to the effect that the
                  transfer is being made to a Qualified
                  Institutional Buyer in accordance with
                  Rule 144A; or

         (ii)     The Certificate Registrar shall register
                  the transfer of an Individual
                  Certificate that is a Privately Placed
                  Certificate, if prior to the transfer,
                  the transferee furnishes to the
                  Certificate Registrar (1) an Investment
                  Representation Letter to the effect that
                  the transfer is being made to an
                  Institutional Accredited Investor in
                  accordance with an applicable exemption
                  under the Act, (2) an Opinion of
                  Counsel acceptable to the Certificate
                  Registrar that such transfer is in
                  compliance with the Act, and (3) a
                  written undertaking by the transferor to
                  reimburse the Trust for any costs
                  incurred by it in connection with the
                  proposed transfer.  In addition, the
                  Certificate Registrar may, as a
                  condition of the registration of any
                  such transfer, require the transferor to
                  furnish such other certificates, legal
                  opinions or other information (at the
                  transferor's expense) as the Certificate
                  Registrar may reasonably require to
                  confirm that the proposed transfer is
                  being made pursuant to an exemption
                  from, or in a transaction not subject
                  to, the registration requirements of the
                  Act and other applicable laws.

         (d) Subject to the  restrictions  on transfer and exchange set forth in
this  Section  5.2,  the  Holder of one or more  Certificates  may  transfer  or
exchange the same in whole or in part (with a  Certificate  Balance equal to any
authorized denomination) by surrendering such Certificate at the Corporate Trust
Office or at the office of any transfer  agent  appointed as provided under this
Agreement,  together with an  instrument of assignment or transfer  (executed by
the Holder or its duly  authorized  attorney),  in the case of  transfer,  and a
written  request  for  exchange  in  the  case  of  exchange.   Subject  to  the
restrictions  on  transfer  set forth in this  Section  5.2,  following a proper
request for transfer or exchange,  the Certificate  Registrar shall, within five
Business Days of such request if made at the Corporate  Trust Office,  or within
ten  Business  Days if made at the office of a transfer  agent  (other  than the
Certificate Registrar),  execute and deliver at the Corporate Trust Office or at
the office of such transfer agent, as the case may be, to the transferee (in the
case of transfer) or the Holder (in the case of exchange) or send by first class
mail (at the risk of the transferee in the case of transfer or the Holder in the
case  of  exchange)  to  such  address  as  the  transferee  or the  Holder,  as
applicable, may request, an Individual Certificate or Certificates,  as the case
may require,  for a like aggregate  Certificate  Balance and in such  authorized
denomination or denominations as may be requested. The presentation for transfer
or exchange of any Individual  Certificate shall not be valid unless made at the
Corporate  Trust Office or at the office of a transfer  agent by the  registered
Holder in person,  or by a duly  authorized  attorney-in-fact.  The  Certificate
Registrar may decline to accept any request for an exchange or  registration  of
transfer  of  any  Certificate  during  the  period  of 15  days  preceding  any
Distribution Date.


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         (e)  Individual  Certificates  may  only  be  transferred  to  Eligible
Investors as described  herein.  In the event the  Certificate  Registrar  shall
determine that an Individual  Certificate is being held by or for the benefit of
a Person who is not an Eligible Investor, or that such holding is unlawful under
the laws of a relevant  jurisdiction,  then the Certificate Registrar shall void
such transfer, if permitted under applicable law.

         (f) No fee or  service  charge  shall  be  imposed  by the  Certificate
Registrar  for its  services  in  respect of any  registration  of  transfer  or
exchange   referred  to  in  this  Section  5.2  other  than  for  transfers  to
Institutional  Accredited Investors,  as provided herein. In connection with any
transfer to an Institutional Accredited Investor, the transferor shall reimburse
the Trust  for any  costs  (including  the cost of the  Certificate  Registrar's
counsel's  review of the  documents  and any  legal  opinions  submitted  by the
transferor  or  transferee  to the  Certificate  Registrar  as provided  herein)
incurred by the  Certificate  Registrar in connection  with such  transfer.  The
Certificate Registrar may require payment by each transferor of a sum sufficient
to cover any tax,  expense or other  governmental  charge  payable in connection
with any such transfer.

         (g) Subject to the other  provisions of this Section 5.2,  transfers of
the Class R-I and Class R-II  Certificates  may be made only in accordance  with
this Section 5.2(g). The Certificate  Registrar shall register the transfer of a
Class R-I or Class  R-II  Certificate  if (x) the  transferor  has  advised  the
Certificate  Registrar in writing that the Certificate is being transferred to a
Qualified  Institutional Buyer or an Institutional  Accredited Investor; and (y)
prior to transfer  the  transferor  furnishes  to the  Certificate  Registrar an
Investment Representation Letter. In addition, the Certificate Registrar may, as
a condition of the registration of any such transfer,  require the transferor to
furnish such other  certifications,  legal opinions or other information (at the
transferor's  expense) as they may  reasonably  be required to confirm  that the
proposed  transfer  is  being  made  pursuant  to  an  exemption  from,  or in a
transaction not subject to, the  registration  requirements of the Act and other
applicable laws.

         (h) Neither the  Depositor,  the Servicer,  the Special  Servicer,  the
Trustee nor the  Certificate  Registrar  is obligated to register or qualify any
Class of Certificates  under the Act or any other  securities law or to take any
action not  otherwise  required  under this  Agreement to permit the transfer of
such Certificates without registration or qualification.  Any  Certificateholder
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Depositor, the Servicer, the Special Servicer, the Trustee, the Fiscal Agent and
the  Certificate  Registrar,  against any loss,  liability  or expense  that may
result if the transfer is not exempt from the  registration  requirements of the
Act or is not made in accordance with such federal and state laws.

         (i) No transfer of any Ownership  Interest in a Class A-EC  Certificate
or a  Subordinate  Certificate  shall be made to (i) an  employee  benefit  plan
subject to the fiduciary responsibility  provisions of ERISA, or Section 4975 of
the Code,  or a  governmental  plan subject to any  federal,  state or local law
("Similar  Law"),  which  is to a  material  extent,  similar  to the  foregoing
provisions  of ERISA or the Code  (collectively,  a "Plan") or (ii) an insurance
company that is using the assets of any insurance  company  separate  account or
general  account in which the assets of any such Plan are invested (or which are
deemed  pursuant  to ERISA or any  Similar  Law to  include  assets of Plans) to
acquire any such Class A-EC Certificates or Subordinate


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Certificates,  other than using assets of its general  account in  circumstances
whereby such transfer and the subsequent  holding of the applicable  Certificate
would not constitute or result in a prohibited transaction within the meaning of
Section 406 or 407 of ERISA,  Section 4975 of the Code, or any Similar Law. Each
prospective transferee of a Class A-EC Certificate or a Subordinate  Certificate
shall deliver to the Depositor, the Certificate Registrar and the Trustee, (a) a
transfer  or  representation  letter,  substantially  in the form of Exhibit D-2
hereto,  stating that the prospective  transferee is not a Person referred to in
(i) or (ii)  above,  or (b) an  Opinion  of  Counsel  which  establishes  to the
satisfaction of the Depositor,  the Trustee and the  Certificate  Registrar that
the purchase or holding of the Class A-EC Certificate or Subordinate Certificate
will not result in the assets of the Trust Fund being deemed to be "plan assets"
and subject to the fiduciary responsibility or prohibited transaction provisions
of ERISA,  the  Code,  or any  Similar  Law will not  constitute  or result in a
prohibited transaction within the meaning of Section 406 or Section 407 of ERISA
or Section  4975 of the Code,  and will not  subject the  Servicer,  the Special
Servicer,  the  Depositor,  the  Trustee  or the  Certificate  Registrar  to any
obligation or liability  (including  obligations or  liabilities  under ERISA or
Section 4975 of the Code),  which  Opinion of Counsel shall not be an expense of
the  Trustee,  the Fiscal  Agent,  the Trust  Fund,  the  Servicer,  the Special
Servicer,  Certificate  Registrar or the  Depositor.  None of the  Trustee,  the
Fiscal Agent, the Servicer,  the Special Servicer, and the Certificate Registrar
will register a Class R-I or Class R-II  Certificate in any Person's name unless
such  Person has  provided  the  letter  referred  to in clause  (a) above.  Any
transfer of a Class A-EC  Certificate  or a Subordinate  Certificate  that would
violate,  or result in a prohibited  transaction under, ERISA or Section 4975 of
the Code shall be deemed absolutely null and void ab initio.

         (j) Each Person who has or acquires any  Ownership  Interest in a Class
R-I or a Class R-II Certificate shall be deemed by the acceptance or acquisition
of  such  Ownership  Interest  to  have  agreed  to be  bound  by the  following
provisions,  and the rights of each Person acquiring any Ownership Interest in a
Class R-I Certificate or a Class R-II  Certificate are expressly  subject to the
following provisions:

         (i)      Each Person acquiring or holding any
                  Ownership Interest in a Class R-I
                  Certificate or a Class R-II Certificate
                  shall be a Permitted Transferee and
                  shall not acquire or hold such Ownership
                  Interest as agent (including as a
                  broker, nominee or other middleman) on
                  behalf of any Person that is not a
                  Permitted Transferee.  Any such Person
                  shall promptly notify the Certificate
                  Registrar of any change or impending
                  change in its status (or the status of
                  the beneficial owner of such Ownership
                  Interest) as a Permitted Transferee.
                  Any acquisition described in the first
                  sentence of this Section 5.2(j)(i) by
                  a Person who is not a Permitted
                  Transferee or by a Person who is acting
                  as an agent of a Person who is not a
                  Permitted Transferee shall be void and
                  of no effect, and the immediately
                  preceding owner who was a Permitted
                  Transferee shall be restored to
                  registered and beneficial ownership of
                  the Ownership Interest as fully as
                  possible.

         (ii)     No  Ownership  Interest  in  a  Class  R-I  or  a  Class  R-II
                  Certificate may be transferred,  and no such Transfer shall be
                  registered in the  Certificate  Register,  without the express
                  written consent of the Certificate Registrar,


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              and the  Certificate  Registrar  shall not  recognize  a  proposed
              Transfer,  and such  proposed  Transfer  shall  not be  effective,
              without such consent with respect thereto.  In connection with any
              proposed  Transfer of any  Ownership  Interest in a Class R-I or a
              Class R-II  Certificate,  the  Certificate  Registrar  shall, as a
              condition to such consent,  (x) require delivery to it in form and
              substance  satisfactory to it, and the proposed  transferee  shall
              deliver  to  the   Certificate   Registrar  and  to  the  proposed
              transferor,  an affidavit in  substantially  the form  attached as
              Exhibit  C-1 (a  "Transferee  Affidavit")  (A) that such  proposed
              transferee is a Permitted  Transferee and (B) stating that (i) the
              proposed  transferee  historically has paid its debts as they have
              come due and  intends to do so in the  future,  (ii) the  proposed
              transferee  understands  that,  as  the  holder  of  an  Ownership
              Interest  in  a  Class  R-I  or  a  Class  R-II  Certificate,   as
              applicable,  it may incur  liabilities  in  excess  of cash  flows
              generated by the residual interest,  (iii) the proposed transferee
              intends  to  pay  taxes  associated  with  holding  the  Ownership
              Interest as they become due, (iv) the proposed transferee will not
              transfer  the  Ownership  Interest  to any  Person  that  does not
              provide  a  Transferee  Affidavit  or as  to  which  the  proposed
              transferee  has  actual  knowledge  that  such  Person  is  not  a
              Permitted  Transferee  or is  acting as an agent  (including  as a
              broker,  nominee or other  middleman)  for a Person  that is not a
              Permitted  Transferee,  and (v) the proposed transferee  expressly
              agrees  to be  bound by and to  abide  by the  provisions  of this
              Section  5.2(j) and (y) other than in connection  with the initial
              issuance of the Class R-I and Class R-II  Certificates,  require a
              statement from the proposed  transferor  substantially in the form
              attached  as  Exhibit  C-2  (the  "Transferor  Letter"),  that the
              proposed  transferor  has no actual  knowledge  that the  proposed
              transferee  is  not a  Permitted  Transferee  and  has  no  actual
              knowledge  or  reason  to  know  that  the  proposed  transferee's
              statements in the preceding clauses (x)(B)(i) or (iii) are false.

         (iii)    Notwithstanding the delivery of a
                  Transferee Affidavit by a proposed
                  transferee under clause (ii) above, if a
                  Responsible Officer of the Certificate
                  Registrar has actual knowledge that the
                  proposed transferee is not a Permitted
                  Transferee, no Transfer to such proposed
                  transferee shall be effected and such
                  proposed Transfer shall not be
                  registered on the Certificate Register;
                  provided, however, that the Certificate
                  Registrar shall not be required to
                  conduct any independent investigation to
                  determine whether a proposed transferee
                  is a Permitted Transferee.

         Upon  notice to the  Certificate  Registrar  that there has  occurred a
Transfer to any Person that is a Disqualified  Organization  or an agent thereof
(including a broker,  nominee,  or middleman) in  contravention of the foregoing
restrictions,  and in any  event  not later  than 60 days  after a  request  for
information  from the transferor of such Ownership  Interest in a Class R-I or a
Class R-II Certificate, or such agent thereof, the Certificate Registrar and the
Trustee  agree  to  furnish  to the  IRS and the  transferor  of such  Ownership
Interest or such agent thereof


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such information  necessary to the application of Section 860E(e) of the Code as
may be required by the Code, including, but not limited to, the present value of
the total anticipated  excess inclusions with respect to such Class R-I or Class
R-II  Certificate (or portion  thereof) for periods after such Transfer.  At the
election of the Certificate Registrar and the Trustee, the Certificate Registrar
and the Trustee may charge a reasonable  fee for computing and  furnishing  such
information  to the  transferor  or to such  agent  thereof  referred  to above;
provided,  however,  that  such  Persons  shall  in no  event  be  excused  from
furnishing such information.

         SECTION 5.3.      Book-Entry Certificates.

         (a) The Class A-1 Certificates, the Class A-2 Certificates, the Class B
Certificates, the Class C Certificates, the Class D Certificates and the Class E
Certificates  shall, in the case of each such Class,  initially be issued as one
or  more  Book-Entry  Certificates  registered  in the  name  of the  Securities
Depository  or its nominees  and,  except as provided in  subsection  (c) below,
transfer of such Certificates may not be registered by the Certificate Registrar
unless such transfer is to a successor Securities 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 Interest in and to such Certificates through the book-entry facilities
of the Securities  Depository  and,  except as provided in subsection (c) below,
shall not be entitled to definitive,  fully registered Certificates ("Definitive
Certificates")  in  respect  of  such  Ownership  Interests.  All  transfers  by
Certificate  Owners of their  respective  Ownership  Interests in the Book-Entry
Certificates shall be made in accordance with the procedures  established by the
Securities  Depository  Participant  or brokerage  firm  representing  each such
Certificate  Owner. Each Securities  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 Securities Depository's normal procedures. Neither the Certificate Registrar
nor the  Trustee  shall  have any  responsibility  to monitor  or  restrict  the
transfer  of  Ownership  Interests  in  Book-Entry   Certificates   through  the
book-entry facilities of the Securities Depository.

         (b) The Trustee, the Servicer,  the Special Servicer,  the Fiscal Agent
and the  Certificate  Registrar  may for all  purposes,  including the making of
payments  due  on  the  Book-  Entry  Certificates,  deal  with  the  Securities
Depository  as the  authorized  representative  of the  Certificate  Owners with
respect  to such  Certificates  for the  purposes  of  exercising  the rights of
Certificateholders  hereunder.  The rights of Certificate Owners with respect to
the  Book-Entry  Certificates  shall be limited to those  established by law and
agreements  between  such  Certificate  Owners  and  the  Securities  Depository
Participants and brokerage firms representing such Certificate Owners.  Multiple
requests and directions from, and votes of, the Securities  Depository as Holder
of the Book-Entry  Certificates  with respect to any particular matter shall not
be deemed  inconsistent  if they are made with respect to different  Certificate
Owners.  The Trustee may establish a reasonable  record date in connection  with
solicitations  of consents from or voting by  Certificateholders  and shall give
notice to the Securities Depository of such record date.

         (c)      If (i)(A) the Depositor advises the
Trustee and the Certificate Registrar in writing that the
Securities Depository is no longer willing or able to
properly discharge its


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<PAGE>



responsibilities with respect to any 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 and the  Certificate  Registrar in
writing that it elects to terminate the book-entry system through the Securities
Depository  with  respect  to any  Class  of the  Book-Entry  Certificates,  the
Certificate Registrar shall notify all affected Certificate Owners,  through the
Securities  Depository,  of  the  occurrence  of  any  such  event  and  of  the
availability of Definitive  Certificates to such Certificate  Owners  requesting
the  same.  Upon  surrender  to the  Certificate  Registrar  of any Class of the
Book-Entry   Certificates   by  the   Securities   Depository,   accompanied  by
registration  instructions  from the Securities  Depository for  registration of
transfer,  the  Trustee  shall  execute,  and the  Certificate  Registrar  shall
authenticate and deliver, the Definitive  Certificates to the Certificate Owners
identified  in such  instructions.  None of the  Depositor,  the  Servicer,  the
Special  Servicer,  the Trustee,  the Fiscal Agent or the Certificate  Registrar
shall  be  liable  for  any  delay  in  delivery  of such  instructions  and may
conclusively  rely on, and shall be protected in relying on, such  instructions.
Upon  the  issuance  of  Definitive  Certificates  for  purposes  of  evidencing
ownership of any of the Class A-1 Certificates,  the Class A-2 Certificates, the
Class B Certificates, the Class C Certificates, the Class D Certificates and the
Class E Certificates,  the registered  holders of such  Definitive  Certificates
shall be recognized as Certificateholders  hereunder and, accordingly,  shall be
entitled directly to receive payments on, to exercise Voting Rights with respect
to, and to transfer and exchange such Definitive Certificates.

         SECTION 5.4.      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 Registrar such security or indemnity as may be required by it
to save it, the Trustee, the Fiscal Agent, the Special Servicer and the Servicer
harmless,  then, in the absence of actual knowledge by a Responsible  Officer of
the Certificate Registrar that such Certificate has been acquired by a bona fide
purchaser, the Trustee shall execute and the Trustee or the Authenticating Agent
shall authenticate and the Certificate  Registrar shall deliver, in exchange for
or in lieu of any such mutilated,  destroyed, lost or stolen Certificate,  a new
Certificate  of the same Class and of like tenor and Percentage  Interest.  Upon
the issuance of any new  Certificate  under this  Section  5.4, 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  Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section
5.4 shall  constitute  complete  and  indefeasible  evidence of ownership of the
corresponding  interest in the Trust Fund, as if originally  issued,  whether or
not the lost, stolen or destroyed Certificate shall be found at any time.

         SECTION 5.5.      Appointment of Paying Agent.

         The  Trustee  may  appoint  a paying  agent for the  purpose  of making
distributions to  Certificateholders  pursuant to Section 4.1. The Trustee shall
cause such Paying Agent,  if other than the Trustee or the Servicer,  to execute
and deliver to the Servicer and the Trustee an  instrument  in which such Paying
Agent shall agree with the  Servicer and the Trustee that such Paying Agent will
hold all sums held by it for payment to Certificateholders in trust for the


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<PAGE>



benefit of the  Certificateholders  entitled  thereto  until such sums have been
paid to such Certificateholders or disposed of as otherwise provided herein. The
initial  Paying Agent shall be the Trustee.  The Paying Agent shall at all times
be an entity having a long-term  senior  unsecured debt rating of at least "BBB"
by Fitch and "Baa2" by Moody's, unless each of the Rating Agencies has confirmed
in  writing  that a lower  rating  shall  not  result,  in and of  itself,  in a
downgrading,  withdrawal  or  qualification  of the rating then assigned by such
Rating Agency to any Class of the Certificates.

         SECTION 5.6.      Access to Certificateholders'
                           Names and Addresses.

         (a) If any  Certificateholder  (for  purposes of this  Section  5.6, an
"Applicant")  applies  in  writing  to  the  Certificate  Registrar,   and  such
application  states  that  the  Applicant  desires  to  communicate  with  other
Certificateholders  with respect to their  rights under this  Agreement or under
the  Certificates and is accompanied by a copy of the  communication  which such
Applicant  proposes to transmit,  then the Certificate  Registrar  shall, at the
expense of such  Applicant,  within ten Business  Days after the receipt of such
application,  transmit such  communication to the  Certificateholders  as of the
most recent Record Date;  provided,  however,  if such communication  relates to
performance by the Servicer,  the Special  Servicer or the Trustee of its duties
hereunder,  the Certificate  Registrar shall furnish or cause to be furnished to
such Applicant a list of the names and addresses of the Certificateholders as of
the most recent Record Date.

         (b) Every Certificateholder,  by receiving and holding its Certificate,
agrees with the Trustee that the Trustee and the Certificate Registrar shall not
be held accountable in any way by reason of the disclosure of any information as
to the names and addresses of the  Certificateholders  hereunder,  regardless of
the source from which such information was derived.

         SECTION 5.7.      Actions of Certificateholders.

         (a) Any request,  demand,  authorization,  direction,  notice, consent,
waiver  or  other  action  provided  by this  Agreement  to be given or taken by
Certificateholders  may be embodied in and evidenced by one or more  instruments
of substantially similar tenor signed by such Certificateholders in person or by
an agent duly  appointed in writing;  and except as herein  otherwise  expressly
provided, such action shall become effective when such instrument or instruments
are delivered to the Trustee and, when required,  to the Depositor,  the Special
Servicer or the  Servicer.  Proof of  execution of any such  instrument  or of a
writing  appointing  any such agent shall be sufficient  for any purpose of this
Agreement and  conclusive in favor of the Trustee,  the  Depositor,  the Special
Servicer and the Servicer, if made in the manner provided in this Section.

         (b) The fact and date of the execution by any  Certificateholder of any
such  instrument  or writing may be proved in any  reasonable  manner  which the
Trustee deems sufficient.

         (c) Any request,  demand,  authorization,  direction,  notice, consent,
waiver or other act by a  Certificateholder  shall  bind  every  Holder of every
Certificate issued upon the


                           127

<PAGE>



registration of transfer thereof or in exchange therefor or in lieu thereof,  in
respect of anything done, or omitted to be done, by the Trustee,  the Depositor,
the  Special  Servicer  or the  Servicer  in  reliance  thereon,  whether or not
notation of such action is made upon such Certificate.

         (d) The Trustee or  Certificate  Registrar may require such  additional
proof of any matter referred to in this Section 5.7 as it shall deem necessary.


                                   ARTICLE VI

   THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER

         SECTION 6.1.      Liability of the Depositor, the
                           Servicer and the Special
                                    Servicer.

         The  Depositor,  the  Servicer and the Special  Servicer  each shall be
liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.

         SECTION 6.2.      Merger or Consolidation of the
                           Servicer and Special Servicer.

         Subject to the third  paragraph of this Section 6.2, the Servicer  will
keep in full  effect  its  existence,  rights  and good  standing  as a  limited
partnership  under the laws of the State of Missouri and will not jeopardize its
ability  to do  business  in  each  jurisdiction  in  which  one or  more of the
Mortgaged  Properties are located or 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.

         Subject to the following  paragraph,  the Special Servicer will keep in
full effect its  existence,  rights and good  standing as a limited  partnership
under the laws of the State of Missouri and will not  jeopardize  its ability to
do  business  in  each  jurisdiction  in  which  one or  more  of the  Mortgaged
Properties  are located or to protect the  validity and  enforceability  of this
Agreement,  the Certificates or any of the Specially Serviced Mortgage Loans and
to perform its respective duties under this Agreement.

         Each  of the  Servicer  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 it shall be a party,  or any  Person  succeeding  to its
business,  shall be the  successor of the Servicer or the Special  Servicer,  as
applicable hereunder, and shall be deemed to have assumed all of the liabilities
of the Servicer or the Special Servicer, as applicable hereunder, if each of the
Rating  Agencies has  confirmed in writing  that such merger,  consolidation  or
transfer and succession  shall not result,  in and of itself,  in a downgrading,
withdrawal or qualification of the rating then assigned by such Rating Agency to
any Class of Certificates.



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<PAGE>



         SECTION 6.3.      Limitation on
                           Liability of the
                           Depositor, the
                           Servicer and Others.

         Neither the Depositor,  the Servicer,  the Special Servicer, nor any of
the directors, officers, employees or agents of the Depositor or the Servicer or
the Special  Servicer (or any general partner of the Servicer or, if applicable,
the  Special  Servicer)  shall be under any  liability  to the Trust Fund or the
Certificateholders  for any action taken,  or for refraining  from the taking of
any action, in good faith pursuant to this Agreement, or for errors in judgment;
provided,  however,  that this provision  shall not protect the Depositor or the
Servicer  or the  Special  Servicer  or any such  Person  against  any breach of
warranties or  representations  made herein,  or against any specific  liability
imposed on the Servicer or the Special  Servicer  for a breach of the  Servicing
Standard, or against any liability which would otherwise be imposed by reason of
its  respective  willful  misfeasance,  misrepresentation,  bad faith,  fraud or
negligence in the performance of its duties or by reason of negligent  disregard
of its respective obligations or duties hereunder.  The Depositor, the Servicer,
the  Special  Servicer  and any  director,  officer,  employee  or  agent of the
Depositor,  the Servicer or the Special  Servicer (or the general partner of the
Servicer or, if applicable,  the Special Servicer) may rely in good faith on any
document of any kind which,  prima facie, is properly  executed and submitted by
any  appropriate  Person with  respect to any  matters  arising  hereunder.  The
Depositor,  the  Servicer,  the  Special  Servicer  and any  director,  officer,
employee or agent of the Depositor, the Servicer or the Special Servicer (or the
general partner of the Servicer or, if applicable,  the Special  Servicer) shall
be indemnified  and held harmless by the Trust Fund against any loss,  liability
or  expense  incurred  in  connection  with any legal  action  relating  to this
Agreement  or the  Certificates,  other  than any  loss,  liability  or  expense
incurred by reason of its respective willful misfeasance, misrepresentation, bad
faith,  fraud or negligence or (in the case of the Servicer or Special Servicer)
a breach of the Servicing  Standard in the performance of its respective  duties
or by reason of negligent  disregard  of its  respective  obligations  or duties
hereunder. Neither the Depositor nor the Servicer nor 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
in its  opinion  does not  expose  it to any  expense  or  liability;  provided,
however,  that the Depositor or the Servicer or the Special  Servicer may in its
discretion  undertake any action related to its  obligations  hereunder which it
may deem  necessary or desirable  with respect to this  Agreement and the rights
and duties of the parties  hereto and the  interests  of the  Certificateholders
hereunder.  In such event,  the legal  expenses and costs of such action and any
liability resulting therefrom (except any liability related to the Servicer's or
the Special  Servicer's  obligations  under  Section  3.1(a)) shall be expenses,
costs and liabilities of the Trust Fund, and the Depositor, the Servicer and the
Special Servicer shall be entitled to be reimbursed therefor from the Collection
Account as provided in Section 3.6(vi) of this Agreement.

         SECTION 6.4.      Limitation on Resignation of
                           the Servicer and of the Special
                                    Servicer.

         Each of the Servicer and the Special Servicer may assign its respective
rights and delegate its respective  duties and obligations  under this Agreement
in connection with the sale or transfer of a substantial portion of its mortgage
servicing or asset management portfolio,


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provided  that: (i) the purchaser or transferee  accepting  such  assignment and
delegation  (A)  shall  be  satisfactory  to the  Trustee,  (B)  shall be (I) an
established   mortgage   finance   institution,   bank  or  mortgage   servicing
institution,  organized  and doing  business  under the laws of any state of the
United States or the District of Columbia, authorized under such laws to perform
the duties of a servicer of  mortgage  loans or (II) a Person  resulting  from a
merger, consolidation or succession that is permitted under Section 6.2, and (C)
shall  execute and deliver to the Trustee an  agreement,  in form and  substance
reasonably  satisfactory  to the Trustee,  which  contains an assumption by such
Person of the due and punctual  performance  and observance of each covenant and
condition to be  performed or observed by the Servicer or the Special  Servicer,
as applicable,  under this Agreement from and after the date of such  agreement;
(ii) as evidenced by a letter from each Rating Agency  delivered to the Trustee,
each Rating  Agency's  rating or ratings of the Regular  Certificates  in effect
immediately  prior to such  assignment  and  delegation  will not be  qualified,
downgraded or withdrawn as a result of such assignment and delegation; (iii) the
Servicer or the Special Servicer, as applicable,  shall not be released from its
obligations  under this Agreement that arose prior to the effective date of such
assignment and delegation under this Section 6.4; and (iv) the rate at which the
Servicing Fee (or any component thereof) is calculated shall not exceed the rate
in effect prior to such  assignment  and  delegation.  Upon  acceptance  of such
assignment and  delegation,  the purchaser or transferee  shall be the successor
Servicer or Special Servicer hereunder, as applicable.

         Except as provided in this  Section  6.4,  neither the Servicer nor the
Special  Servicer shall resign from the obligations and duties hereby imposed on
it except upon determination that its duties hereunder are no longer permissible
under applicable law. Any such  determination  permitting the resignation of the
Servicer  or the Special  Servicer,  as  applicable,  shall be  evidenced  by an
Opinion of Counsel (obtained at the resigning Servicer's expense) to such effect
delivered to the Trustee.

         No resignation or removal of the Servicer or the Special  Servicer,  as
applicable,  as contemplated by the preceding  paragraphs shall become effective
until  the  Trustee  or  a  successor  Servicer  or  the  Special  Servicer,  as
applicable,  shall  have  assumed  the  Servicer's  or  the  Special  Servicer's
responsibilities, duties, liabilities and obligations hereunder.

         SECTION 6.5.      Rights of the Depositor and the
                           Trustee in Respect of the
                           Servicer and the Special
                                    Servicer.

         Each  of the  Servicer  and  the  Special  Servicer  shall  afford  the
Depositor,  the Rating Agencies, 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 its officers responsible for such
obligations.  Upon request,  each of the Servicer and the Special Servicer shall
furnish to the  Depositor,  the Rating  Agencies and the Trustee its most recent
financial  statements and such other information in its possession regarding its
business, affairs, property and condition,  financial or otherwise, as the party
requesting  such  information,  in its  reasonable  judgment,  determines  to be
relevant to the performance of the obligations  hereunder of the Servicer or the
Special  Servicer.  Neither  the  Depositor  nor  the  Trustee  shall  have  any
responsibility  or liability for any action or failure to act by the Servicer or
the Special Servicer


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and  neither  such Person is  obligated  to  supervise  the  performance  of the
Servicer or the Special Servicer under this Agreement or otherwise.

                                   ARTICLE VII

                                     DEFAULT

         SECTION 7.1.      Events of Default.

         "Event of Default",  wherever used herein, with respect to the Servicer
and the Special  Servicer,  as applicable  (except with respect to item (vii) in
the case of the Special Servicer) means any one of the following events:

         (i)    any failure by the Servicer or the Special
                Servicer, as applicable, to remit to the
                Collection Account or any failure by the
                Servicer to remit to the Trustee for
                deposit into the Distribution Account any
                amount required to be so remitted by the
                Servicer or the Special Servicer, as
                applicable, pursuant to and in accordance
                with the terms of this Agreement; or

         (ii)     any failure on the part of the Servicer
                  or Special Servicer, as applicable, duly
                  to observe or perform in any material
                  respect any other of the covenants or
                  agreements, or the breach of any
                  representations or warranties provided
                  herein on the part of the Servicer or
                  the Special Servicer, which, in either
                  event, materially and adversely affects
                  the interests of the Certificateholders,
                  the Servicer, the Special Servicer or
                  the Trustee with respect to any Mortgage
                  Loan and which, in either event,
                  continues unremedied for a period of 30
                  days after the date on which written
                  notice of such failure or breach,
                  requiring the same to be remedied, shall
                  have been given to the Servicer or
                  Special Servicer by the Depositor or the
                  Trustee, or to the Servicer or Special
                  Servicer, the Depositor and the Trustee
                  by the Holders of Certificates entitled
                  to at least 25% of the aggregate Voting
                  Rights of any Class affected thereby; or

         (iii)    confirmation in writing by any of the
                  Rating Agencies that the then- current
                  rating assigned to any Class of
                  Certificates will be withdrawn,
                  downgraded or qualified if the Servicer
                  or Special Servicer, as applicable, is
                  not removed as Servicer or Special
                  Servicer hereunder; or

         (iv)   a decree or order of a court or agency or
                supervisory authority having jurisdiction
                in the premises in an involuntary case
                under any present or future federal or
                state bankruptcy, insolvency or similar
                law for the appointment of a conservator
                or receiver or liquidator in any
                insolvency, readjustment of debt,
                marshalling of assets and liabilities


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                or similar proceedings,  or for the winding-up or liquidation of
                its  affairs,  shall have been  entered  against the Servicer or
                Special Servicer, as applicable,  and such decree or order shall
                have remained in force,  undischarged or unstayed,  for a period
                of 60 days; or

         (v)    the Servicer or Special Servicer, as
                applicable, shall consent 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 the Servicer
                or the Special Servicer, or of or relating
                to all or substantially all of the
                property of either the Servicer or the
                Special Servicer; or

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

         (vii)    the  Servicer  shall fail to make any  Advance  required to be
                  made by the Servicer  hereunder (whether or not the Trustee or
                  the Fiscal Agent makes such Advance);

then,  and in each and every such case, so long as an Event of Default shall not
have been remedied, the Trustee may, and at the written direction of the Holders
of 25% of the aggregate Voting Rights of all Certificates, the Trustee shall, by
notice in writing to the Servicer or the Special  Servicer,  as the case may be,
terminate all of its respective  rights and obligations under this Agreement and
in and to the Mortgage Loans and the proceeds thereof,  other than any rights it
may have hereunder as a  Certificateholder  and any rights or  obligations  that
accrued prior to the date of such  termination  (including  the right to receive
all amounts  accrued or owing to it under this  Agreement,  plus interest at the
Advance  Rate on such  amounts  until  received to the extent such  amounts bear
interest as provided in this  Agreement,  with  respect to periods  prior to the
date  of  such  termination,  and the  right  to the  benefits  of  Section  6.3
notwithstanding any such termination);  provided, however, that in the event the
Servicer and the Special  Servicer are the same Person,  the Trustee may, and at
the written  direction of the Holders of 25% of the  aggregate  Voting Rights of
all Certificates, the Trustee shall require that any termination of the Servicer
shall  constitute a termination  of the Special  Servicer and vice versa.  On or
after the receipt by the Servicer or the Special  Servicer,  as the case may be,
of such written  notice,  all of its authority  and power under this  Agreement,
whether with respect to the  Certificates  or the Mortgage  Loans or  otherwise,
shall pass to and be vested in the Trustee  pursuant  to and under this  Section
(notwithstanding  any failure of the Trustee to satisfy the  criterion set forth
in Section 6.4) and, without  limitation,  the Trustee is hereby  authorized and
empowered  to  execute  and  deliver,  on  behalf of and at the  expense  of the
defaulting Servicer or Special Servicer, as the case may be, 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. Each of the Servicer and the Special


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Servicer,  on behalf of itself, agrees in the event it is terminated pursuant to
this  Section 7.1  promptly  (and in any event no later than ten  Business  Days
subsequent  to such notice) to provide,  at its own expense,  the Trustee or the
successor  Servicer or Special  Servicer  (if other than the  Trustee)  with all
documents  and records  requested  by the Trustee or the  successor  Servicer or
Special  Servicer  (if other  than the  Trustee)  to enable  the  Trustee or the
successor Servicer or Special Servicer (if other than the Trustee) to assume its
functions hereunder,  and to cooperate with the Trustee and the successor to its
responsibilities  hereunder in effecting the termination of its responsibilities
and  rights  hereunder,  including,  without  limitation,  the  transfer  to the
successor  Servicer  or Special  Servicer or the  Trustee,  as  applicable,  for
administration  by it of all cash  amounts  which shall at the time be or should
have been  credited by the  Servicer or the Special  Servicer to the  Collection
Account and any REO Account or Reserve  Account or  thereafter  be received with
respect to the Mortgage  Loans,  and shall promptly  provide the Trustee or such
successor  Servicer or Special  Servicer  (which may include  the  Trustee),  as
applicable, all documents and records reasonably requested by it, such documents
and  records  to be  provided  in such  form as the  Trustee  or such  successor
Servicer or Special Servicer shall reasonably request (including electromagnetic
form),  to enable it to assume the  Servicer's  or Special  Servicer's  function
hereunder.  All  reasonable  costs and  expenses  of the  successor  Servicer or
successor Special Servicer incurred in connection with transferring the Mortgage
Files to the  successor  Servicer (or copies of the Mortgage  Files  relating to
Specially  Serviced  Mortgage  Loans  to the  Successor  Special  Servicer)  and
amending  this  Agreement  to reflect such  succession  as Servicer or successor
Special  Servicer  pursuant to this Section 7.1 shall be paid by the predecessor
Servicer or Special  Servicer upon  presentation of reasonable  documentation of
such costs and expenses;  provided, however, that if any such costs and expenses
remain  unpaid  by  the  predecessor  Servicer  or  Special  Servicer  within  a
reasonable  time after  presentation of such  documentation,  the Trustee or the
successor  Servicer  or  Special  Servicer  (if other than the  Trustee)  may be
reimbursed from the Collection Account for such unpaid costs and expenses, which
shall be deemed to be expenses of the Trust Fund.

         SECTION 7.2.      Trustee to Act; Appointment of
                                   Successor.

         On and after the time the Servicer or the Special  Servicer  receives a
notice  of  termination  pursuant  to  Section  7.1,  the  Trustee  shall be its
successor  in  such  capacity  in all  respects  under  this  Agreement  and the
transactions  set forth or provided for herein and,  except as provided  herein,
shall be subject to all the responsibilities,  duties,  limitations on liability
and liabilities  relating thereto and arising  thereafter placed on the Servicer
or Special Servicer by the terms and provisions hereof; provided,  however, that
(i)  the  Trustee  shall  have  no  responsibilities,   duties,  liabilities  or
obligations  with  respect  to any act or  omission  of the  Servicer  or of the
Special Servicer and (ii) any failure to perform,  or delay in performing,  such
duties or responsibilities  caused by the terminated party's failure to provide,
or delay in providing, records, tapes, disks, information or monies shall not be
considered a default by any successor hereunder.  The appointment of a successor
Servicer or Special  Servicer shall not affect any liability of the  predecessor
Servicer or Special Servicer, as applicable,  which may have arisen prior to its
termination as Servicer or Special Servicer. The Trustee shall not be liable for
any of the  representations  and  warranties  of the  Servicer or of the Special
Servicer  herein  or in any  related  document  or  agreement,  for any  acts or
omissions of the predecessor Servicer or Special Servicer, as applicable, or for
any losses incurred in respect of any Permitted


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Investment  by the  Servicer  pursuant  to Section 3.7  hereunder  nor shall the
Trustee be required to purchase any Mortgage  Loan  hereunder.  As  compensation
therefor,  the  Trustee  as  successor  Servicer  or Special  Servicer  shall be
entitled  to all  Servicing  Compensation  relating to the  Mortgage  Loans that
accrue  after the date of the  Trustee's  succession  to which the  Servicer  or
Special  Servicer would have been entitled if the Servicer or Special  Servicer,
as applicable,  had continued to act hereunder.  Unless  otherwise  agreed to in
writing by the Servicer and the Trustee,  in the event any Advances  made by the
Servicer,  the Fiscal Agent or the Trustee shall at any time be outstanding,  or
any  amounts of  interest  thereon  shall be accrued  and  unpaid,  all  amounts
available to repay Advances and interest  hereunder shall be applied entirely to
the  Advances  made by the  Trustee  and the Fiscal  Agent (and the  accrued and
unpaid interest thereon), until such Advances made by the Trustee and the Fiscal
Agent (and accrued and unpaid interest  thereon) shall have been repaid in full.
In addition to the foregoing, any successor Servicer (which, for the purposes of
this  sentence,  shall not  include the  Trustee)  shall be required to allocate
funds available for the payment of unreimbursed  Advances (with interest thereon
at the  Advance  Rate) on a first in,  first out  basis,  which  results  in the
payment of  unreimbursed  Advances (with  interest  thereon at the Advance Rate)
first to the predecessor  Servicer.  Notwithstanding the above, the Trustee may,
if it shall be unwilling  to so act, or shall,  if it is unable to so act, or if
the  Holders of  Certificates  entitled to a majority  of the  aggregate  Voting
Rights so request in writing to the  Trustee,  or if neither the Trustee nor the
Fiscal Agent is rated by each Rating Agency in one of its two highest  long-term
senior unsecured debt rating categories,  promptly appoint,  or petition a court
of competent  jurisdiction to appoint,  any established  mortgage loan servicing
institution,  the  appointment  of which  will not  result  in the  downgrading,
withdrawal or  qualification of the rating or ratings then assigned to any Class
of Certificates as evidenced in writing by each Rating Agency,  as the successor
to the Servicer or Special  Servicer  hereunder in the  assumption of all or any
part of the  responsibilities,  duties or liabilities of the Servicer or Special
Servicer  hereunder.  No  appointment  of a successor to the Servicer or Special
Servicer  hereunder shall be effective until the assumption by such successor of
all  the  Servicer's  or  Special   Servicer's   responsibilities,   duties  and
liabilities  hereunder.  Pending  appointment  of a successor to the Servicer or
Special Servicer  hereunder,  unless the Trustee shall be prohibited by law from
so acting,  the Trustee shall act in such capacity as herein above provided.  In
connection with such appointment and assumption  described  herein,  the Trustee
may  make  such  arrangements  for the  compensation  of such  successor  out of
payments on  Mortgage  Loans as it and such  successor  shall  agree;  provided,
however,  that no such  compensation  shall be in excess of that  permitted  the
terminated party hereunder.  The Depositor, the Trustee, the Servicer or Special
Servicer  and such  successor  shall  take  such  action,  consistent  with this
Agreement, as shall be necessary to effectuate any such succession.

         SECTION 7.3.      Notification to
                           Certificateholders.

         (a) Upon any  termination  pursuant to Section 7.1 above or appointment
of a successor to the Servicer or the Special  Servicer,  the Trustee shall give
prompt  written  notice  thereof  to   Certificateholders  at  their  respective
addresses appearing in the Certificate Register and to each Rating Agency.



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         (b) Within 5 days after the occurrence of any Event of Default of which
a  Responsible  Officer of the Trustee has actual  knowledge,  the Trustee shall
transmit by mail to all Holders of Certificates and to each Rating Agency notice
of such Event of Default,  unless such Event of Default shall have been cured or
waived.

         SECTION 7.4.      Other Remedies of Trustee.

         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 7.1, shall have the right, in its own name as trustee of an
express trust,  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  (including the
institution   and  prosecution  of  all  judicial,   administrative   and  other
proceedings and the filing of proofs of claim and debt in connection therewith).
In such  event,  the  legal  fees,  expenses  and costs of such  action  and any
liability  resulting  therefrom shall be expenses,  costs and liabilities of the
Trust Fund, and the Trustee shall be entitled to be reimbursed therefor from the
Collection Account as provided in Section 3.6(vi). 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.

         SECTION 7.5.      Waiver of Past Events of
                           Default; Termination.

         The Holders of  Certificates  evidencing  not less than  66-2/3% of the
aggregate  Voting  Rights of the  Certificates  may, on behalf of all Holders of
Certificates,  waive any  default by the  Servicer  or Special  Servicer  in the
performance of its obligations hereunder and its consequences,  except a default
in making any required deposits to (including P&I Advances) or payments from the
Collection  Account or the  Distribution  Account or in  remitting  payments  as
received,  in each case in accordance with this Agreement.  Upon any such waiver
of a past default,  such default shall cease to exist,  and any Event of Default
arising  therefrom  shall be deemed to have been  remedied for every  purpose of
this  Agreement.  No such waiver shall extend to any subsequent or other default
or impair any right consequent thereon.

                                  ARTICLE VIII

                             CONCERNING THE TRUSTEE

         SECTION 8.1.      Duties of Trustee.

         (a) The  Trustee,  prior to the  occurrence  of an Event of  Default of
which a  Responsible  Officer of the Trustee has actual  knowledge 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 and no  permissive  right of the Trustee shall be construed as a duty.
During the continuance of an Event of Default of which a Responsible  Officer of
the Trustee has actual knowledge,  the Trustee shall exercise such of the rights
and


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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.

         (b)  The  Trustee,  upon  receipt  of  any  resolutions,  certificates,
statements,  opinions, reports, documents, orders or other instruments furnished
to the Trustee which are specifically  required to be furnished  pursuant to any
provision  of this  Agreement,  shall  examine  them to  determine  whether they
conform on their face to the requirements of this Agreement;  provided, however,
that,  the Trustee shall not be  responsible  for the accuracy or content of any
such resolution,  certificate,  statement,  opinion,  report, document, order or
other instrument provided to it hereunder by the Servicer, the Special Servicer,
the Depositor,  the Paying Agent or the Auction Agent. If any such instrument is
found not to  conform on its face to the  requirements  of this  Agreement  in a
material  manner,  the Trustee shall report such finding to the presenting party
and request a correction of such instrument.

         (c) No  provision of this  Agreement  shall be construed to relieve the
Trustee from liability for its own negligent  action,  its own negligent failure
to act or its own willful  misconduct;  provided,  however,  that the  foregoing
shall be subject to Section 8.2; and provided, further, that:

         (i)    Prior to the occurrence of an Event of
                Default of which a Responsible Officer of
                the Trustee has actual knowledge, and
                after the curing or waiver of all such
                Events of Default which may have occurred,
                the duties and obligations of the Trustee
                shall be determined solely by the express
                provisions of this Agreement, the Trustee
                shall not be liable except for the
                performance of such duties and obligations
                as are specifically set forth in this
                Agreement, no implied covenants or
                obligations shall be read into this
                Agreement against the Trustee and, in the
                absence of bad faith on the part of the
                Trustee, the Trustee may conclusively
                rely, as to the truth of the statements
                and the correctness of the opinions
                expressed therein, upon any resolutions,
                certificates, statements, reports,
                opinions, documents, orders or other
                instruments furnished to the Trustee that
                conform on their face to the requirements
                of this Agreement without responsibility
                for investigating the contents thereof;

         (ii)     The  Trustee  shall not be  personally  liable for an error of
                  judgment  made in  good  faith  by a  Responsible  Officer  or
                  Responsible  Officers,  unless  it  shall be  proven  that the
                  Trustee was negligent in ascertaining the pertinent facts;

         (iii)    The Trustee shall not be personally
                  liable with respect to any action taken,
                  suffered or omitted to be taken by it in
                  good faith in accordance with the
                  direction of Holders of Certificates
                  entitled to a majority of the aggregate
                  Voting Rights (or such other percentage
                  as is specified herein) of each affected
                  Class, or of the aggregate Voting Rights
                  of the


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                Certificates,   relating  to  the  time,  method  and  place  of
                conducting  any  proceeding  for  any  remedy  available  to the
                Trustee,  or  exercising  or omitting  to exercise  any trust or
                power conferred upon the Trustee, under this Agreement; and

         (iv)   Except as provided in the succeeding
                sentence, the Trustee shall not be charged
                with knowledge of any failure by the
                Depositor to comply with the obligations
                of the Depositor hereunder or any failure
                of the Servicer or the Special Servicer to
                comply with the obligations of the
                Servicer or the Special Servicer referred
                to in clause (i) or (ii) of Section
                7.1, or of any breach or occurrence
                referred to in clause (iii) through (vi)
                of Section 7.1, as the case may be,
                unless a Responsible Officer of the
                Trustee obtains actual knowledge of such
                failure, breach or occurrence.  The
                Trustee shall be deemed to have actual
                knowledge of the Servicer's or the Special
                Servicer's failure to comply with its
                obligations listed in clause (i) (except
                with respect to remittances to the
                Collection Account) and (vii) of
                Section 7.1 or to provide scheduled
                reports, certificates and statements when
                and as required to be delivered to the
                Trustee pursuant to this Agreement.

         (v)    The Trustee and the Fiscal Agent shall not
                be under any obligation to appear in
                prosecute or defend any legal action which
                is not incidental to their respective
                duties as Trustee and Fiscal Agent in
                accordance with this Agreement (and, if
                either does, all legal expenses and costs
                of such action shall be expenses and costs
                of the Trust Fund, and the Trustee and the
                Fiscal Agent shall be entitled to be
                reimbursed therefor from the Collection
                Account, unless such legal action arises
                out of the negligence or bad faith of the
                Trustee or the Fiscal Agent, as the case
                may be, or any breach of a representation,
                warranty or covenant of the Trustee or the
                Fiscal Agent, as the case may be,
                contained herein.

         (vi)   The   execution  by  the  Trustee  of  any  forms  or  plans  of
                liquidation  in  connection  with  REMIC I or REMIC II shall not
                constitute a representation by the Trustee as to the adequacy of
                such form or plan of liquidation.

         The  Trustee,  in its  capacity  as  Trustee,  shall not be required to
expend or risk its own  funds or  otherwise  incur  financial  liability  in the
performance  of any of its duties  hereunder,  or in the  exercise of any of its
rights or powers,  if in the  Trustee's  opinion the  repayment of such funds or
adequate  indemnity against such risk or liability is not reasonably  assured to
it, and none of the provisions  contained in this  Agreement  shall in any event
require the Trustee to perform,  or be responsible for the manner of performance
of, any of the  obligations  of the Servicer or the Special  Servicer under this
Agreement,  except pursuant to Sections 3.22 or 4.6 or during such time, if any,
as the Trustee shall be the successor to, and be vested with the rights, duties,
powers and  privileges  of, the Servicer or the Special  Servicer in  accordance
with


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the terms of this  Agreement.  The  Trustee  shall not be  required  to post any
surety or bond of any kind in connection with its performance of its obligations
under this Agreement.

         SECTION 8.2.      Certain Matters Affecting the
                                    Trustee.

         (a)    Except as otherwise provided in Section
8.1:

         (i)    The Trustee may request and/or rely upon
                and shall be protected in acting or
                refraining from acting upon any
                resolution, Officer's Certificate,
                certificate of auditors or any other
                certificate, statement, instrument,
                opinion, report, notice, request, consent,
                order, appraisal, bond or other paper or
                document reasonably believed by it to be
                genuine and to have been signed or
                presented by the proper party or parties
                and the Trustee shall have no
                responsibility to ascertain or confirm the
                genuineness of any such party or parties;

         (ii)     The  Trustee  may  consult  with  counsel  and 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  with
                  such Opinion of Counsel;

         (iii)    (A)  The Trustee shall be under no
                  obligation to institute, conduct or
                  defend any litigation hereunder or in
                  relation hereto at the request, order or
                  direction of any of the
                  Certificateholders, pursuant to the
                  provisions of this Agreement, unless
                  such Certificateholders shall have
                  offered to the Trustee reasonable
                  security or indemnity against the costs,
                  expenses and liabilities which may be
                  incurred therein or thereby; (B) the
                  right of the Trustee to perform any
                  discretionary act enumerated in this
                  Agreement shall not be construed as a
                  duty, and the Trustee shall not be
                  answerable for other than its negligence
                  or willful misconduct in the performance
                  of any such act; provided, however, that
                  subject to the foregoing clause (A),
                  nothing contained herein shall relieve
                  the Trustee of the obligations, upon the
                  occurrence of an Event of Default (which
                  has not been cured or waived) of which a
                  Responsible Officer of the Trustee has
                  actual knowledge, 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 person would
                  exercise or use under the circumstances
                  in the conduct of such person's own
                  affairs;

         (iv)   The Trustee shall not be personally liable for any action taken,
                suffered or omitted by it in good faith and reasonably  believed
                by it to be  authorized  or within the  discretion  or rights or
                powers conferred upon it by this Agreement;



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         (v)    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 a majority (or
                such other percentage as is specified
                herein) of the aggregate Voting Rights of
                any affected Class; provided, however,
                that if the payment within a reasonable
                time to the Trustee of the costs, expenses
                or liabilities likely to be incurred by it
                in the making of such investigation is, in
                the opinion of the Trustee, not reasonably
                assured to the Trustee by the security
                afforded to it by the terms of this
                Agreement, the Trustee may require
                reasonable indemnity against such expense
                or liability as a condition to taking any
                such action.  The reasonable expense of
                every such investigation shall be paid by
                the Servicer or the Special Servicer if an
                Event of Default shall have occurred and
                be continuing relating to the Servicer, or
                the Special Servicer, respectively, and
                otherwise by the Certificateholders
                requesting the investigation; and

         (vi)   The Trustee may execute any of the trusts or powers hereunder or
                perform any duties  hereunder  either  directly or by or through
                agents  or  attorneys,  provided  that  the  Trustee  shall  not
                otherwise be relieved of its duties and obligations hereunder.

         (b)  Following  the  Start-up  Day,  the Trustee  shall not,  except as
expressly  required by any provision of this Agreement,  accept any contribution
of assets to the Trust Fund unless the Trustee shall have received an Opinion of
Counsel  (the  costs  of  obtaining  such  opinion  to be  borne  by the  Person
requesting such contribution) to the effect that the inclusion of such assets in
the Trust Fund will not cause  REMIC I or REMIC II to fail to qualify as a REMIC
at any time that any Certificates are outstanding or subject REMIC I or REMIC II
to any tax under the REMIC Provisions or other applicable provisions of federal,
state and local law or ordinances.

         (c) All  rights  of action  under  this  Agreement  or under any of the
Certificates,  enforceable  by the  Trustee,  may be  enforced by it without the
possession of any of the Certificates, or the production thereof at the trial or
other  proceeding  relating  thereto,  and any such suit,  action or  proceeding
instituted  by the  Trustee  shall be brought in its name for the benefit of all
the Holders of such Certificates, subject to the provisions of this Agreement.

         The Trustee shall have no duty to conduct any affirmative investigation
as to the  occurrence of any condition  requiring the repurchase of any Mortgage
Loan by the  Depositor  pursuant to this  Agreement  or the  eligibility  of any
Mortgage Loan for purposes of this Agreement.



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         SECTION 8.3.      Trustee Not Liable for
                           Certificates or Mortgage Loans.

         The  recitals  contained  herein and in the  Certificates  shall not be
taken as the  statements of the Trustee,  the Fiscal Agent,  the Servicer or the
Special Servicer and the Trustee, the Fiscal Agent, the Special Servicer and the
Servicer assume no responsibility for their correctness. The Trustee, the Fiscal
Agent,  the  Servicer  and  the  Special  Servicer  make no  representations  or
warranties  as to  the  validity  or  sufficiency  of  this  Agreement,  of  the
Certificates,  or any private  placement  memorandum or prospectus used to offer
the Certificates for sale or the validity,  enforceability or sufficiency of any
Mortgage Loan or related document.  The Trustee and the Fiscal Agent shall at no
time have any  responsibility  or liability for or with respect to the legality,
validity  and  enforceability  of any  Mortgage  or any  Mortgage  Loan,  or the
perfection  and  priority  of any  Mortgage  or  the  maintenance  of  any  such
perfection and priority,  or for or with respect to the sufficiency of the Trust
Fund  or  its  ability  to  generate   the   payments  to  be   distributed   to
Certificateholders under this Agreement. Without limiting the foregoing, neither
the  Trustee  nor the  Fiscal  Agent  shall be liable or  responsible  for:  the
existence,  condition and ownership of any Mortgaged Property;  the existence of
any hazard or other  insurance  thereon (other than, with respect to the Trustee
only, if the Trustee shall assume the duties of the Servicer pursuant to Section
7.2) or the  enforceability  thereof;  the existence of any Mortgage Loan or the
contents of the related  Mortgage  File on any computer or other record  thereof
(other than,  with respect to the Trustee  only, if the Trustee shall assume the
duties of the Servicer or the Special  Servicer  pursuant to Section  7.2);  the
validity  of the  assignment  of any  Mortgage  Loan to the Trust Fund or of any
intervening  assignment;  the completeness of any Mortgage File; the performance
or  enforcement  of any Mortgage  Loan (other than,  with respect to the Trustee
only,  if the  Trustee  shall  assume the duties of the  Servicer or the Special
Servicer pursuant to Section 7.2); the compliance by the Depositor, the Servicer
or the Special  Servicer  with any  warranty or  representation  made under this
Agreement  or in any related  document or the  accuracy of any such  warranty or
representation  prior to the Trustee's  receipt of notice or other  discovery of
any non-compliance  therewith or any breach thereof; any investment of monies by
or at the  direction  of  the  Servicer  or the  Special  Servicer  or any  loss
resulting  therefrom,  it being  understood  that the Trustee  only shall remain
responsible  for any  Trust  Fund  property  that it may hold in its  individual
capacity;  the acts or  omissions of any of the  Depositor,  the Servicer or the
Special  Servicer  (other than, with respect to the Trustee only, if the Trustee
shall  assume the duties of the  Servicer  or the Special  Servicer  pursuant to
Section 7.2) or any  subservicer or any Borrower;  any action of the Servicer or
the Special  Servicer  (other  than,  with respect to the Trustee  only,  if the
Trustee shall assume the duties of the Servicer or the Special Servicer pursuant
to Section 7.2) or any subservicer taken in the name of the Trustee, except with
respect  to the  Trustee,  to the  extent  such  action is taken at the  express
written  direction  of the  Trustee;  the failure of the Servicer or the Special
Servicer  or any  subservicer  to act or perform  any duties  required  of it on
behalf of the Trust Fund or the Trustee hereunder;  or any action by or omission
of the Trustee taken at the instruction of the Servicer or the Special  Servicer
(other than in each case, with respect to the Trustee only, if the Trustee shall
assume the duties of the  Servicer or the Special  Servicer  pursuant to Section
7.2) unless the taking of such action is not  permitted by the express  terms of
this  Agreement;  provided,  however,  that the foregoing  shall not relieve the
Trustee  or the  Fiscal  Agent  of its  obligation  to  perform  its  duties  as
specifically  set  forth in this  Agreement.  Under no  circumstances  shall the
Fiscal Agent be liable under any of the circumstances described in the preceding
sentence. The


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Trustee and the Fiscal Agent shall not be accountable for the use or application
by  the  Depositor,  the  Servicer  or  the  Special  Servicer  of  any  of  the
Certificates  or of  the  proceeds  of  such  Certificates,  or for  the  use or
application  of any funds paid to the  Depositor,  the  Servicer  or the Special
Servicer in respect of the Mortgage  Loans or deposited in or withdrawn from the
Collection Account, or the Distribution  Account by the Depositor,  the Servicer
or the Special  Servicer,  other than in each case,  with respect to the Trustee
only, any funds held by the Trustee.  The Trustee (unless the Trustee shall have
become the successor  Servicer) or the Fiscal Agent shall have no responsibility
for (A) filing any financing or  continuation  statement in any public office at
any time or to  otherwise  perfect or maintain  the  perfection  of any security
interest or lien granted to it hereunder or to record this Agreement, (B) seeing
to any insurance, (C) seeing to the payment or discharge of any tax, 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,  or (D)
confirming  or  verifying  the  contents of any reports or  certificates  of the
Servicer  delivered to the Trustee  pursuant to this  Agreement  believed by the
Trustee to be genuine and to have been signed or  presented  by the proper party
or parties.  In making any  calculation  hereunder which includes as a component
thereof the payment or  distribution of interest for a stated period at a stated
rate "to the extent  permitted by applicable law," the Trustee shall assume that
such payment is so  permitted  unless a  Responsible  Officer of the Trustee has
actual  knowledge,  or  receives  an Opinion of Counsel  (at the  expense of the
Person asserting the  impermissibility)  to the effect, that such payment is not
permitted by applicable law.

         SECTION 8.4.      Trustee May Own Certificates.

         The Trustee and the Fiscal Agent in their individual  capacities or any
other  capacity  may become the owner or pledgee of  Certificates,  and may deal
with  the  Depositor,   the  Servicer  and  the  Special   Servicer  in  banking
transactions,  with the same  rights  each would have if it were not  Trustee or
Fiscal Agent.

         SECTION 8.5.      Payment of Trustee's Fees and
                           Expenses; Indemnification.

         (a) The  Servicer  covenants  and  agrees to pay to the  Trustee or any
successor  Trustee from time to time,  and the Trustee or any successor  Trustee
shall be entitled to receive  from the  Servicer on each  Distribution  Date 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) for all services  rendered by the
Trustee in the  execution of the trusts  hereby  created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee.

         (b) To the  extent  specifically  permitted  by  Section  3.12(d),  the
Trustee  shall be paid or  reimbursed  from the Trust Fund upon its  request for
expenses, disbursements and advances incurred or made by the Trustee pursuant to
and in accordance  with any of the provisions of this Agreement  except any such
expense, disbursement or advance as may arise from its negligence or bad faith.

         The  Servicer  and the Special  Servicer  covenant  and agree to pay or
reimburse the Trustee for the reasonable  expenses,  disbursements  and advances
incurred or made by the


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Trustee in connection with any transfer of the servicing responsibilities of the
Servicer  or the  Special  Servicer,  as  applicable  hereunder,  pursuant to or
otherwise arising from the resignation or removal of the Servicer or the Special
Servicer,  as  applicable,  in  accordance  with any of the  provisions  of this
Agreement (and including the reasonable fees and expenses and  disbursements  of
its counsel and all other persons not regularly in its employ),  except any such
expense,  disbursement  or advance as may arise from the negligence or bad faith
of the Trustee.

         (c) Each of the Paying Agent, the Certificate Registrar, the Custodian,
the Servicer and the Special Servicer shall indemnify the Trustee and the Fiscal
Agent and  their  respective  Affiliates  and each of the  directors,  officers,
employees  and  agents of the  Trustee,  the Fiscal  Agent and their  respective
Affiliates  (each,  an  "Indemnified  Party"),  and hold  each of them  harmless
against any, and all claims, losses,  damages,  penalties,  fines,  forfeitures,
reasonable legal fees and related costs,  judgments,  and any other costs,  fees
and expenses  that the  Indemnified  Party may sustain in  connection  with this
Agreement related to each such party's respective willful misconduct, bad faith,
fraud and/or negligence in the performance of its respective duties hereunder or
by reason  of  reckless  disregard  of its  respective  obligations  and  duties
hereunder  (including in the case of the Servicer or the Special  Servicer,  any
agent of the Servicer or the Special Servicer).

         (d) The Trust Fund shall  indemnify  each  Indemnified  Party from, and
hold it harmless against, any and all losses,  liabilities,  damages,  claims or
expenses  (including  reasonable  attorneys'  fees)  arising  in respect of this
Agreement  or the  Certificates,  in each  case to the  extent,  and only to the
extent,  such payments are expressly  reimbursable  under this  Agreement or are
"unanticipated  expenses  incurred by the REMIC"  within the meaning of Treasury
Regulations Section 1.860G-1(b)(3)(ii),  other than (i) those resulting from the
negligence,  misrepresentation,  fraud,  bad faith or willful  misconduct of the
Trustee  and (ii)  those as to  which  such  Indemnified  Party is  entitled  to
indemnification  pursuant to Section 8.5(c).  The term  "unanticipated  expenses
incurred by a REMIC" shall include any fees,  expenses and  disbursements of any
separate  trustee or  co-trustee  appointed  hereunder,  only to the extent such
fees,  expenses and  disbursements  were not  reasonably  anticipated  as of the
Closing Date and the losses, liabilities, damages, claims or expenses (including
reasonable  attorneys'  fees)  incurred or advanced by an  Indemnified  Party in
connection with any litigation arising out of this Agreement, including, without
limitation,  under  Section 2.3,  Section 3.10,  the third  paragraph of Section
3.11,  Section  8.11,  Section  4.5,  Section 5.1, and Section 7.1. The right of
reimbursement  of the  Indemnified  Parties  under this Section  8.5(d) shall be
senior to the rights of all Certificateholders.

         (e) Notwithstanding  anything herein to the contrary,  this Section 8.5
shall survive the  termination or maturity of this Agreement or the  resignation
or removal of the Trustee and the Fiscal Agent as regards  rights  accrued prior
to such resignation or removal and (with respect to any acts or omissions during
their  respective  tenures)  the  resignation,  removal  or  termination  of the
Servicer,  the Special Servicer,  the Paying Agent, the Certificate Registrar or
the Custodian.

         (f) This Section 8.5 shall be expressly  construed to include,  but not
be  limited  to,  such  indemnities,   compensation,   expenses,  disbursements,
advances, losses,


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liabilities, damages and the like, as may pertain or
relate to any environmental law or environmental matter.

         SECTION 8.6.      Eligibility Requirements for
                                    Trustee.

         The  Trustee   hereunder  shall  at  all  times  be  a  corporation  or
association  organized  and  doing  business  under the laws of any state or the
United States of America, authorized under such laws to exercise corporate trust
powers and to accept the trust conferred under this Agreement, having a combined
capital and surplus of at least $50,000,000 and a rating on its unsecured senior
long-term  debt of at least "AA" (unless a Fiscal Agent is appointed  and acting
hereunder  that has a long-term  senior  unsecured  debt rating that is at least
"AA" (without regard to any plus or minus)),  unless each of the Rating Agencies
has confirmed in writing that a lower rating shall not result, in and of itself,
in a  downgrading,  withdrawal or  qualification  of the rating then assigned by
such Rating Agency to any Class of the  Certificates  and subject to supervision
or  examination  by federal or state  authority and shall not be an Affiliate of
the Servicer or the Special  Servicer (except during any period when the Trustee
has assumed the duties of the Servicer or the Special  Servicer,  as applicable,
pursuant to Section 7.2). If a corporation 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 purposes of this Section
the combined capital and surplus of such  corporation  shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  In the event that the place of  business  from which the Trustee
administers the Trust Fund is a state or local  jurisdiction  that imposes a tax
on the Trust Fund or the net income of a REMIC  (other than a tax  corresponding
to a tax imposed under the REMIC  Provisions)  the Trustee  shall elect,  at its
sole  discretion,  either to (i) resign  immediately  in the manner and with the
effect  specified in Section  8.7,  (ii) pay such tax and continue as Trustee or
(iii)  administer the Trust Fund from a state and local  jurisdiction  that does
not  impose  such a tax.  In case at any  time  the  Trustee  shall  cease to be
eligible in accordance  with the  provisions of this Section,  the Trustee shall
resign immediately in the manner and with the effect specified in Section 8.7.

         SECTION 8.7.      Resignation and Removal of the
                           Trustee.

         The Trustee may at any time  resign and be  discharged  from the trusts
hereby created by giving written notice thereof to the Depositor,  the Servicer,
the Special  Servicer and each Rating Agency.  Upon such notice of  resignation,
the Fiscal Agent shall also be deemed to have been removed and, accordingly, the
Servicer  shall  promptly  appoint a successor  Trustee,  which  appointment  of
successor  Trustee  shall  not  result,  in and  of  itself,  in a  downgrading,
withdrawal or  qualification  of the rating then assigned by the Rating Agencies
to any Class of the  Certificates  as confirmed in writing by each of the Rating
Agencies,  and a successor Fiscal Agent,  which, if the successor Trustee is not
rated by each  Rating  Agency in one of its two  highest  long-term  debt rating
categories,  shall be confirmed in writing by each of the Rating  Agencies  that
such appointment of successor  Fiscal Agent shall not result,  in and of itself,
in a  downgrading,  withdrawal or  qualification  of the rating then assigned by
such Rating Agency to any Class of the  Certificates by written  instrument,  in
triplicate, which instrument shall be delivered to the resigning Trustee, with a
copy to the fiscal agent deemed removed, and the successor Trustee and successor
Fiscal Agent. Notwithstanding the foregoing, if no successor


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Trustee  and  Fiscal  Agent  shall  have  been so  appointed  and have  accepted
appointment  within 30 days after the giving of such notice of resignation,  the
resigning Trustee and departing Fiscal Agent may petition any court of competent
jurisdiction  for the  appointment of a successor  Trustee and successor  Fiscal
Agent.

         If at any time the Trustee  shall  cease to be  eligible in  accordance
with the  provisions  of  Section  8.6 and shall  fail to resign  after  written
request therefor by the Depositor or Servicer,  or if at any time the Trustee or
the Fiscal Agent shall become incapable of acting, or shall be adjudged bankrupt
or  insolvent,  or a  receiver  of the  Trustee  or the  Fiscal  Agent or of its
property shall be appointed,  or any public officer shall take charge or control
of the Trustee or the Fiscal Agent or of its property or affairs for the purpose
of  rehabilitation,  conservation  or  liquidation,  then the  Depositor  or the
Servicer may remove the Trustee and the Fiscal Agent and shall promptly  appoint
a successor  Trustee and  successor  Fiscal Agent by written  instrument,  which
shall be  delivered  to the Trustee  and the Fiscal  Agent so removed and to the
successor Trustee and successor Fiscal Agent.

         The Holders of Certificates entitled to a majority of the Voting Rights
may at any time remove the Trustee and the Fiscal  Agent (and any removal of the
Trustee  shall be deemed to be a removal also of the Fiscal Agent) and appoint a
successor  Trustee and successor  Fiscal Agent (each meeting the requirements of
Section 8.8) by written instrument or instruments, in eight originals, 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
Servicer,  one  complete  set to the Special  Servicer,  one complete set to the
Trustee so removed,  one complete set to the Fiscal  Agent deemed  removed,  one
complete set to the  successor  Trustee so appointed and one complete set to the
successor Fiscal Agent so appointed.

         In the event of the  resignation or removal of the Trustee,  the Fiscal
Agent shall be entitled to resign,  it being  understood that the initial Fiscal
Agent shall not be obligated to act in such capacity  hereunder at any time that
LaSalle National Bank is not the Trustee.

         Any  resignation  or  removal  of the  Trustee  and  Fiscal  Agent  and
appointment  of a successor  Trustee  and, if such  trustee is not rated by each
Rating  Agency in one of its two highest  long-term  debt rating  categories,  a
successor  Fiscal Agent  pursuant to any of the  provisions  of this Section 8.7
shall not become  effective  until  acceptance of  appointment  by the successor
Trustee and, if necessary, Fiscal Agent as provided in Section 8.8.

         SECTION 8.8.      Successor Trustee.

         Any  successor  Trustee and any  successor  Fiscal  Agent  appointed as
provided in Section 8.7 shall execute,  acknowledge and deliver to the Depositor
and to the predecessor Trustee and predecessor Fiscal Agent, as the case may be,
instruments accepting their appointment hereunder, and thereupon the resignation
or removal of the predecessor  Trustee and predecessor Fiscal Agent shall become
effective and such  successor  Trustee and successor  Fiscal Agent,  without any
further act, deed or conveyance,  shall become fully vested with all the rights,
powers,  duties and  obligations  of its  predecessor  hereunder,  with the like
effect as if  originally  named as Trustee  herein,  provided  that each  Rating
Agency shall have confirmed in


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<PAGE>



writing that the  appointment  of such  successor  Trustee and successor  Fiscal
Agent  shall not  result,  in and of itself,  in a  downgrading,  withdrawal  or
qualification  of the rating then assigned by such Rating Agency to any Class of
the Certificates. The predecessor Trustee shall deliver to the successor Trustee
all Mortgage Files and related  documents and  statements  held by it hereunder,
and the Depositor,  the predecessor  Trustee and predecessor  Fiscal Agent shall
execute and deliver such  instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
Trustee  and  successor  Fiscal  Agent  all  such  rights,  powers,  duties  and
obligations.  No  successor  Trustee or  successor  Fiscal  Agent  shall  accept
appointment  as  provided  in  this  Section  8.8  unless  at the  time  of such
acceptance  such successor  Trustee or successor  Fiscal Agent shall be eligible
under the provisions of Section 8.6.

         Upon  acceptance  of  appointment  by a successor  Trustee or successor
Fiscal Agent as provided in this Section 8.8, the  successor  Trustee shall mail
notice of the  succession  of such  Trustee and Fiscal  Agent  hereunder  to all
Holders of Certificates at their addresses as shown in the Certificate Register.

         SECTION 8.9.      Merger or Consolidation of
                                    Trustee.

         Any  corporation  into which the Trustee may be merged or  converted or
with which it may be consolidated or any corporation  resulting from any merger,
conversion  or  consolidation  to which  the  Trustee  shall be a party,  or any
corporation  succeeding  to all or  substantially  all  of the  corporate  trust
business  of the  Trustee,  shall be the  successor  of the  Trustee  hereunder,
provided that such corporation shall be eligible under the provisions of Section
8.6, 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.
Any Person into which the Fiscal  Agent may be merged or converted or with which
it may be  consolidated  or any  corporation  or bank resulting from any merger,
conversion or  consolidation  to which the Fiscal Agent shall be a party, or any
corporation or banking association succeeding to all or substantially all of the
corporate  trust  business  of the Fiscal  Agent shall be the  successor  of the
Fiscal Agent hereunder, provided that such corporation or bank shall be eligible
under the provisions of Section 8.6 without the execution or filing of any paper
or any  farther act on the part of any of the  parties  hereto,  anything to the
contrary notwithstanding.

         SECTION 8.10.          Appointment of Co-Trustee
                                or Separate Trustee.

         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
Depositor 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 (at the expense of the  Trustee) 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 Depositor and the Trustee may consider necessary or desirable.
If the  Depositor  shall no longer be in  existence  or shall not have joined in
such


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appointment  within 15 days after the receipt by it of a request so to do, or in
case an Event of Default  shall have  occurred  and be  continuing,  the Trustee
alone  shall  have the power to make such  appointment.  Except as  required  by
applicable  law, the  appointment of a co-trustee or separate  trustee shall not
relieve the Trustee of its responsibilities hereunder. No co-trustee or separate
trustee  hereunder  shall be  required  to meet the  terms of  eligibility  as a
successor  Trustee  under  Section  8.6  hereunder  and no notice to  Holders of
Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be
required under Section 8.8.

         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 (it being  understood  that such  separate  trustee or co-trustee is not
authorized to act separately without the Trustee joining in such act), except to
the extent that under any law of any jurisdiction in which any particular act or
acts are to be  performed  (whether as Trustee  hereunder or as successor to the
Servicer hereunder),  the Trustee shall be incompetent or unqualified to perform
such act or acts,  in which event such rights,  powers,  duties and  obligations
(including the holding of title to the Trust Fund or any portion  thereof in any
such jurisdiction)  shall be exercised and performed by such separate trustee or
co-trustee solely at the direction of the Trustee.

         No trustee under this Agreement shall be personally liable by reason of
any act or omission of any other trustee under this Agreement. The Depositor and
the Trustee acting  jointly may at any time accept the  resignation of or remove
any separate trustee or co-trustee, except that if the Depositor is no longer in
existence,  or if the  separate  trustee or  co-trustee  is an  employee  of the
Trustee,  the Trustee  acting alone may accept the  resignation of or remove any
separate trustee or co-trustee.

         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.  Every such  instrument  shall be filed with the Trustee.
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.  In no
event shall any such separate trustee or co-trustee be entitled to any provision
relating to the conduct of, affecting the liability of, or affording  protection
to such separate  trustee or co-trustee  that imposes a standard of conduct less
stringent  than  that  imposed  on  the  Trustee  hereunder,  affording  greater
protection  than that  afforded to the Trustee  hereunder or providing a greater
limit on liability than that provided to the Trustee hereunder.

         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


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of its estates, properties,  rights, remedies and trusts hereunder shall vest in
and be  exercised by the Trustee,  to the extent  permitted by law,  without the
appointment of a new or successor trustee.

         SECTION 8.11.          Authenticating Agent.

         The  Trustee  may  appoint an  Authenticating  Agent to execute  and to
authenticate  Certificates.  The Authenticating  Agent must be acceptable to the
Depositor  and the  Servicer  and  must be a  corporation  organized  and  doing
business  under the laws of the United States of America or any state,  having a
principal  office and place of  business in a state and city  acceptable  to the
Depositor  and the Servicer,  having a combined  capital and surplus of at least
$15,000,000,  authorized  under such laws to do a trust  business and subject to
supervision or examination  by federal or state  authorities.  The Trustee shall
serve as the initial  Authenticating  Agent and the Trustee  hereby accepts such
appointment.

         Any corporation  into which the  Authenticating  Agent may be merged or
converted or with which it may be  consolidated,  or any  corporation  resulting
from any merger,  conversion or consolidation to which the Authenticating  Agent
shall be party, or any corporation  succeeding to the corporate  agency business
of the  Authenticating  Agent,  shall 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.

         The  Authenticating  Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee,  the Depositor,  the
Special  Servicer and the  Servicer.  The Trustee may at any time  terminate the
agency of the  Authenticating  Agent by giving  written notice of termination to
the Authenticating Agent, the Depositor,  the Special Servicer and the Servicer.
Upon receiving a notice of resignation or upon such a termination, or in case at
any time the Authenticating  Agent shall cease to be eligible in accordance with
the  provisions  of this Section  8.11,  the Trustee  promptly  shall  appoint a
successor  Authenticating  Agent,  which shall be acceptable to the Servicer and
the   Depositor,   and   shall   mail   notice  of  such   appointment   to  all
Certificateholders.  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 herein.  No successor  Authenticating
Agent shall be appointed  unless  eligible  under the provisions of this Section
8.11.

         The Authenticating  Agent shall have no responsibility or liability for
any action  taken by it as such at the  direction  of the  Trustee.  The Trustee
shall pay the Authenticating Agent reasonable compensation from its own funds.

         SECTION 8.12.          Appointment of Custodians.

         The Trustee may appoint one or more Custodians to
hold all or a portion of the Mortgage Files as agent for
the Trustee, by entering into a Custodial Agreement.  The
Trustee agrees to comply with the terms of each Custodial
Agreement and to enforce the terms and provisions thereof
against the Custodian for the benefit of the
Certificateholders.  Each


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Custodian shall be a depository institution subject to supervision by federal or
state  authority,  shall  have  a  combined  capital  and  surplus  of at  least
$10,000,000,  shall have a long-term  senior  unsecured  debt rating of at least
"BBB" from each Rating Agency,  unless each of the Rating Agencies has confirmed
in  writing  that a lower  rating  shall  not  result,  in and of  itself,  in a
downgrading,  withdrawal  or  qualification  of the rating then assigned by such
Rating  Agency to any Class of the  Certificates,  and shall be  qualified to do
business in the jurisdiction in which it holds any Mortgage File. Each Custodial
Agreement may be amended only as provided in Section 10.7. The Trustee shall pay
the  Custodian  reasonable  compensation  from its own funds.  The Trustee shall
serve as the initial Custodian.

         SECTION 8.13.          Fiscal Agent Appointed;
                                Concerning the Fiscal
                                Agent.

         (a) The  Trustee  hereby  appoints  ABN AMRO Bank N.V.  as the  initial
Fiscal  Agent  hereunder  for the  purposes of  exercising  and  performing  the
obligations and duties imposed upon the Fiscal Agent by Sections 3.22 and 4.6.

         (b) The Fiscal  Agent  undertakes  to perform such duties and only such
duties as are specifically set forth in Sections 3.22 and 4.6.

         (c) No  provision of this  Agreement  shall be construed to relieve the
Fiscal Agent from  liability for its own negligent  failure to act, bad faith or
its  own  willful  misfeasance;  provided,  however,  that  (i) the  duties  and
obligations  of the  Fiscal  Agent  shall be  determined  solely by the  express
provisions of Sections 3.22 and 4.6, the Fiscal Agent shall not be liable except
for the  performance  of such duties and  obligations,  no implied  covenants or
obligations  shall be read into this Agreement  against the Fiscal Agent and, in
the absence of bad faith on the part of the Fiscal  Agent,  the Fiscal Agent may
conclusively  rely,  as to  the  truth  and  correctness  of the  statements  or
conclusions expressed therein, upon any resolutions,  certificates,  statements,
opinions,  reports,  documents,  orders or other  instruments  furnished  to the
Fiscal  Agent  by any  Person  and  which on their  face do not  contradict  the
requirements of this Agreement, and (ii) the provisions of clauses (ii) and (iv)
of Section 8.1(c) shall apply to the Fiscal Agent.

         (d) Except as otherwise  provided in Section  8.1(c),  the Fiscal Agent
also shall have the benefit of  provisions  of clauses (i),  (ii),  (iii) (other
than the proviso  thereto),  (iv), (v) (other than the proviso thereto) and (vi)
of Section 8.2(a).

                                   ARTICLE IX

                                   TERMINATION

         SECTION 9.1.      Termination.

         (a) The respective  obligations and  responsibilities  of the Servicer,
the Special  Servicer,  the Depositor,  the Trustee and the Fiscal Agent created
hereby  with  respect to the  Certificates  (other than the  obligation  to make
certain  payments  and  to  send  certain  notices  to   Certificateholders   as
hereinafter set forth) shall terminate immediately following the


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occurrence  of the last action  required to be taken by the Trustee  pursuant to
this Article IX on the Termination  Date;  provided,  however,  that in no event
shall the trust  created  hereby  continue  beyond the  expiration of twenty-one
years from the death of the survivor of the  descendants  of Joseph P.  Kennedy,
the late  ambassador of the United States to the United  Kingdom,  living on the
date hereof.

         (b) The Trust Fund,  REMIC I and REMIC II shall be  terminated  and the
assets of the Trust Fund shall be sold or  otherwise  disposed of in  connection
therewith,  only pursuant to a "plan of complete liquidation" within the meaning
of Code Section  860F(a)(4)(A)  providing  for the actions  contemplated  by the
provisions  hereof  pursuant to which the  applicable  Notice of  Termination is
given and requiring that the Trust Fund, REMIC I and REMIC II shall terminate on
a  Distribution  Date  occurring  not more  than 90 days  following  the date of
adoption  of the plan of complete  liquidation.  For  purposes  of this  Section
9.1(b),  the  Notice  of  Termination  given  pursuant  to  Sections  9.1(c)  or
9.1(d)(iv) shall constitute the adoption of the plan of complete  liquidation as
of the date such notice is given,  which date shall be  specified by the Trustee
in the final  federal  income tax  returns of REMIC I and REMIC II  pursuant  to
Treasury Regulations Section 1.860F-1.

         (c) If the Trust Fund has not been  previously  terminated  pursuant to
subsection  (d) of this  Section  9.1,  any  Holder of a Class  R-I  Certificate
representing  greater than a 50% Percentage Interest in such Class may effect an
early termination of the Trust Fund, upon not less than 30 days' prior Notice of
Termination given to the Trustee and the Servicer any time on or after the Early
Termination  Notice  Date  specifying  the  Anticipated   Termination  Date,  by
purchasing  on such date all, but not less than all, of the Mortgage  Loans then
included in the Trust Fund, and all property acquired in respect of any Mortgage
Loan, at a purchase price,  payable in cash,  equal to not less than the greater
of:

         (i)    the sum of

                (A)    100% of the unpaid  principal  balance  of each  Mortgage
                       Loan included in the Trust Fund as of the last day of the
                       month preceding such Distribution Date (less any Advances
                       previously made on account of principal);

                (B)    the fair market value of all other
                       property included in the Trust Fund
                       as of the last day of the month
                       preceding such Distribution Date,
                       as determined by an Updated
                       Appraisal performed by an
                       Independent appraiser acceptable to
                       the Servicer as of the date not
                       more than 30 days prior to the last
                       day of the month preceding such
                       Distribution Date;

                (C)    all unpaid interest accrued on such
                       principal balance of each such
                       Mortgage Loan (including for this
                       purpose any Mortgage Loan as to
                       which title to the related
                       Mortgaged Property has been
                       acquired) at the Mortgage Rate to
                       the last day of the month preceding
                       such


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                  Distribution Date (less any Advances
                  previously made on account of interest);

                (D)    the  aggregate  amount  of  unreimbursed  Advances  (with
                       interest  thereon at the Advance Rate),  unpaid Servicing
                       Compensation and unpaid Trust Fund expenses; or

         (ii)     the aggregate fair market value of the
                  Mortgage Loans, and all other property
                  acquired in respect of any Mortgage Loan
                  in the Trust Fund, on the last day of
                  the month preceding such Distribution
                  Date, as determined by an Independent
                  financial advisory or investment banking
                  or investment brokerage firm acceptable
                  to the Servicer as of a date not more
                  than 30 days prior to the last day of
                  the month preceding such Distribution
                  Date, together with one month's interest
                  thereon at the related Mortgage Rate and
                  disposition expenses.

         The  Servicer or the  Depositor  may also effect  such  termination  as
provided  above if it first  notifies  each  Holder of a Class  R-I  Certificate
representing  greater than a 50%  Percentage  Interest in such Class through the
Trustee of its intention to do so in writing at least 30 days prior to the Early
Termination  Notice  Date and no Class R-I Holder  terminates  the Trust Fund as
described  above within such 30 day period.  All costs and expenses  incurred by
any party to this Agreement or by the Trust Fund in connection with the purchase
of the  Mortgage  Loans and other  assets of the  Trust  Fund  pursuant  to this
Section  9.1(c)  shall be borne by the  party  exercising  its  purchase  rights
hereunder.   The  Trustee  shall  be  entitled  to  rely   conclusively  on  any
determination made by an Independent appraiser pursuant to this subsection (c).

         (d) If the Trust Fund has not been  previously  terminated  pursuant to
subsection (c) of this Section 9.1, on or after the Auction  Valuation Date, the
Trustee  shall conduct an auction of the Mortgage  Loans in accordance  with the
following principles:

         (i)    The Trustee shall request that four
                Independent financial advisory or
                investment banking or investment brokerage
                firms nationally recognized in the field
                of real estate analysis and reasonably
                acceptable to the Servicer provide the
                Trustee with an estimated value at which
                the Mortgage Loans and all other property
                in respect of any Mortgage Loan in the
                Trust Fund could be sold at an auction.
                If the aggregate value of the Mortgage
                Loans and such property, as determined by
                the average of the three highest such
                estimates, equals or exceeds the aggregate
                amount of the Certificate Balances of all
                Certificates outstanding as of the close
                of business on the Auction Valuation Date,
                plus unpaid interest thereon, the
                anticipated Auction Fees, unpaid Servicing
                Compensation, unreimbursed Advances
                (together with interest thereon at the
                Advance Rate), and unpaid Trust Fund
                expenses, the Trustee shall appoint an
                Auction Agent to solicit offers from
                Qualified Bidders to purchase all (but not
                less than all) of the Mortgage Loans and
                such property in accordance with the
                Auction Procedures for


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                a price that is not less than the Minimum  Auction Price. In the
                event that there is an  auction of the  Mortgage  Loans and such
                property  the  Auction  Agent  shall  be  authorized  to  employ
                Independent   attorneys  and  other   Independent   professional
                consultants  (including,  without  limitation,   appraisers  and
                environmental  consultants)  as  reasonably  required to conduct
                such sale.

         (ii)     In determining the aggregate amount of
                  the Certificate Balances pursuant to
                  this Section 9.1(d), there shall be
                  included all Certificates owned by or on
                  behalf of the Depositor, the Servicer,
                  the Special Servicer, the Trustee, a
                  Manager or a Borrower or any Affiliate
                  thereof, notwithstanding the proviso in
                  the first sentence of the definition of
                  the term "Certificateholder."

         (iii)    The Trustee shall reject every bid that
                  the Auction Agent advises the Trustee in
                  writing (a) is from a Person other than
                  a Qualified Bidder, (b) provides for a
                  purchase price that is less than an
                  amount equal to the aggregate amount of
                  the Certificate Balances of all
                  Certificates outstanding as of the close
                  of business on the closing date, plus
                  unpaid interest thereon, the Auction
                  Fees, unpaid Servicing Compensation,
                  unreimbursed Advances (together with
                  interest thereon at the Advance Rate),
                  and unpaid Trust Fund expenses (the
                  "Minimum Auction Price"), (c)
                  provides for purchase on terms other
                  than all-cash or (d) is contingent on
                  the occurrence or non-occurrence of any
                  event, except with respect to any
                  contingency relating to the due
                  diligence which may be performed by the
                  Qualified Bidder pursuant to the Auction
                  Procedures (each, a "Deficient Auction
                  Bid").  If all bids received by the
                  Trustee are Deficient Auction Bids, as
                  advised by the Auction Agent, the
                  Mortgage Loans and such property shall
                  not be sold and there shall be no
                  termination of the Trust Fund pursuant
                  to this Section 9.1(d).

         (iv)   In the event the Trustee receives any bids
                that are not Deficient Auction Bids, the
                Trustee shall accept the highest bid that
                is not a Deficient Auction Bid, and shall
                deliver a Notice of Termination to the
                Servicer, the Special Servicer, the Rating
                Agencies and the Certificateholders
                specifying the Anticipated Termination
                Date (which shall be first Distribution
                Date following the date of closing of the
                sale of the Mortgage Loans and such
                property).  The Trustee shall sell the
                Mortgage Loans and such property to the
                successful bidder at a closing to be held
                no later than the Remittance Date
                immediately preceding the Auction Proceeds
                Distribution Date.

         (v)    The  Trustee  shall  be  entitled  to  be  reimbursed  from  the
                Collection  Account for  expenses  (which  shall be deemed to be
                expenses of the Trust Fund) that it or the Auction  Agent on its
                behalf incurs pursuant


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                to this Section 9.1(d) in connection with the valuation and sale
                of the  Mortgage  Loans  and such  property  (collectively,  the
                "Auction Fees"),  including all fees and reasonable  expenses of
                legal  counsel and other  professional  consultants  retained by
                either of the Trustee or the Auction  Agent.  The Trustee  shall
                not be personally  liable for any act or omission of the Auction
                Agent   hereunder  or  any   Independent   attorneys  and  other
                Independent  professional  consultants  appointed by the Auction
                Agent.

         (vi)   Any auction shall be conducted in
                accordance with auction procedures to be
                developed by the auction agent in
                connection with such auction (the "Auction
                Procedures"), provided that such
                procedures shall include at a minimum
                provisions substantially to the effect
                that: (i) no due diligence of the
                Servicer's, the Special Servicer's or the
                Trustee's records with respect to the
                Mortgage Loans may be conducted by any
                bidder prior to being notified that it has
                submitted the highest bid; (ii) the
                Auction Agent is entitled to require that
                the highest bidder provide a
                non-refundable good faith deposit
                sufficient to reimburse the Trustee and
                the Auction Agent for all expenses in
                connection with the evaluation of such bid
                and in connection with such highest
                bidder's due diligence, (iii) each bidder
                may be required to enter into a
                confidentiality agreement with the
                Servicer, the Special Servicer, the
                Auction Agent and the Trustee prior to
                being permitted to conduct due diligence,
                (iv) Borrowers on any of the Mortgage
                Loans shall be prohibited from submitting
                bids, and (v) in the event that the
                highest bidder withdraws, the next highest
                bidder shall be permitted to conduct due
                diligence as if it were the highest bidder.

         (e) If the Trust Fund has not been  previously  terminated  pursuant to
subsection  (c) or (d) of this Section 9.1, the Trustee shall  determine as soon
as  practicable  the   Distribution   Date  on  which  the  Trustee   reasonably
anticipates,  based on information with respect to the Mortgage Loans previously
provided to it, that the final  distribution  will be made (i) to the Holders of
outstanding Regular  Certificates,  and to the Trustee in respect of the REMIC I
Regular Interests  notwithstanding that such distribution may be insufficient to
distribute  in full  the  Certificate  Balance  of each  Certificate  or REMIC I
Regular  Interest,  together  with amounts  required to be  distributed  on such
Distribution  Date pursuant to Section 4.1(a),  4.1(b) or 4.1(c), as applicable,
or (ii) if no such Classes of Certificates are then outstanding,  to the Holders
of the Residual  Certificates in accordance with Section  4.1(b)(II),  in either
case,  following the later to occur of (A) the receipt or collection of the last
payment  due on  any  Mortgage  Loan  included  in the  Trust  Fund  or (B)  the
liquidation  or  disposition  pursuant to Section 3.18 of the last asset held by
the Trust Fund.

         (f)  Notice of any  termination  of the  Trust  Fund  pursuant  to this
Section 9.1 shall be mailed by the Trustee to affected Certificateholders with a
copy to the  Servicer and the Special  Servicer and each Rating  Agency at their
addresses  shown in the Certificate  Registrar as soon as practicable  after the
Trustee shall have received, given or been deemed to have


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received a Notice of Termination but in any event not more than thirty days, and
not less than ten days,  prior to the Anticipated  Termination  Date. The notice
mailed by the Trustee to affected Certificateholders shall:

         (i)    specify  the  Anticipated  Termination  Date on which  the final
                distribution   is   anticipated   to  be  made  to   Holders  of
                Certificates of the Classes specified therein;

         (ii)     specify the amount of any such final
                           distribution, if known; and

         (iii)    state that the final distribution to  Certificateholders  will
                  be made only upon  presentation  and surrender of Certificates
                  at the office of the Paying Agent therein specified.

If the Trust Fund is not terminated on any Anticipated  Termination Date for any
reason,  the  Trustee  shall  promptly  mail  notice  thereof  to each  affected
Certificateholder.

         (g) Any funds not  distributed on the  Termination  Date because of the
failure of any  Certificateholders  to tender  their  Certificates  shall be set
aside  and  held in  trust  for the  account  of the  appropriate  non-tendering
Certificateholders,   whereupon   the  Trust  Fund  shall   terminate.   If  any
Certificates as to which notice of the Termination  Date has been given pursuant
to this Section 9.1 shall not have been surrendered for cancellation  within six
months after the time specified in such notice,  the Trustee shall mail a second
notice to the remaining Certificateholders, at their last addresses shown in the
Certificate  Register, to surrender their Certificates for cancellation in order
to receive,  from such funds held, the final  distribution with respect thereto.
If within one year after the second notice any  Certificate  shall not have been
surrendered  for  cancellation,  the Trustee may,  directly or through an agent,
take appropriate  steps to contact the remaining  Certificateholders  concerning
surrender  of their  Certificates.  The costs and expenses of  maintaining  such
funds in trust and of  contacting  Certificateholders  shall be paid out of such
funds. If within two years after the second notice,  any such Certificates shall
not have been  surrendered for  cancellation,  the Paying Agent shall pay to the
Class R-II  Certificateholders all amounts distributable to the Holders thereof.
No interest  shall accrue or be payable to any  Certificateholder  on any amount
held  as  a  result  of  such  Certificateholder's   failure  to  surrender  its
Certificate(s) for final payment thereof in accordance with this Section 9.1.

         SECTION 9.2.      Additional Termination
                           Requirements.

         In  the  event  that  (a)  the  holder  of  a  Class  R-I   Certificate
representing  greater than a 50% Percentage Interest in such Class, the Servicer
or the Depositor  exercises its purchase option as provided in Section 9.1(c) or
(b) the  procedures for sale of all Mortgage Loans as provided in Section 9.1(d)
are  initiated,  the Trust  Fund  shall be  terminated  in  accordance  with the
following additional  requirements:  provided that the Trustee has received from
the Class R-I  Certificateholders,  the Servicer, the Depositor or the purchaser
of the Mortgage Loans,  as appropriate,  an Opinion of Counsel or other evidence
to the  effect  that the  termination  of the Trust Fund (i) will  constitute  a
"qualified liquidation" of each of REMIC I and REMIC II within


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the meaning of Code Section 860F(a)(4)(A-3) and (ii) will not subject REMIC I or
REMIC II to tax or cause  either  REMIC I or  REMIC II to fail to  qualify  as a
REMIC at any time that any Certificates are outstanding.


                                    ARTICLE X

                            MISCELLANEOUS PROVISIONS

         SECTION 10.1.          Counterparts.

         This  Agreement  may  be  executed  simultaneously  in  any  number  of
counterparts,  each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument.

         SECTION 10.2.          Limitation on Rights of
                                Certificateholders.

         The death or incapacity of any  Certificateholder  shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's
legal  representatives  or heirs to claim an accounting or to take any action or
proceeding  in any court for a partition  or winding up of the Trust  Fund,  nor
otherwise  affect the rights,  obligations and liabilities of the parties hereto
or any of them.

         No Certificateholder  shall have any right to vote (except as expressly
provided  for  herein) or in any manner  otherwise  control  the  operation  and
management  of the Trust Fund, or the  obligations  of the parties  hereto,  nor
shall anything herein set forth, or contained in the terms of the  Certificates,
be construed so as to  constitute  the  Certificateholders  from time to time as
partners or members of an association;  nor shall any Certificateholder be under
any  liability  to any third person by reason of any action taken by the parties
to this Agreement pursuant to any provision hereof.

         No Certificateholder shall have any right to institute any suit, action
or  proceeding  in  equity  or at law  upon or  under  or with  respect  to this
Agreement or the Mortgage Loans,  unless,  with respect to this Agreement,  such
Holder  previously  shall have given to the Trustee a written  notice of default
and of the continuance  thereof, as hereinbefore  provided,  and unless also the
Holders of Certificates  representing a majority of the aggregate  Voting Rights
allocated to each affected Class of Certificates 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 30 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
of any  Class  shall  have any  right in any  manner  whatever  by virtue of any
provision of this  Agreement to affect,  disturb or prejudice  the rights of the
Holders  of any  other of such  Certificates,  or to  obtain  or seek to  obtain
priority over or preference to any other such


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Holder,  or to  enforce  any right  under this  Agreement,  except in the manner
herein provided and for the equal,  ratable and common benefit of all Holders of
Certificates of such Class. For the protection and enforcement of the provisions
of this  Section,  each and every  Certificateholder  and the  Trustee  shall be
entitled to such relief as can be given either at law or in equity.

         SECTION 10.3.          Governing Law.

         THIS  AGREEMENT  SHALL BE CONSTRUED IN ACCORDANCE  WITH THE LAWS OF THE
STATE OF NEW YORK  (WITHOUT  REGARD TO  CONFLICTS  OF LAWS  PRINCIPLES)  AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

         SECTION 10.4.          Notices.

         All demands,  notices and communications hereunder shall be in writing,
shall be deemed to have been given upon  receipt  (or,  in the case of notice by
telecopy, upon confirmation of receipt) as follows:

              If to the Trustee or the Fiscal Agent, to:

                  LaSalle National Bank or ABN AMRO Bank N.V.
                  135 South LaSalle Street
                  Suite 1740
                  Chicago, Illinois 60603
                  Attention Asset - Backed Securities Trust
                            Services, MRAC 1996-C2
                  Telecopy No.: (312) 904-2084

              With copies to:

                  Latham & Watkins
                  885 Third Avenue
                  New York, New York 10022
                  Attention: Mark Michigan, Esq.
                  Telecopy No.: (212) 751-4864

              If to the Depositor, to:

                  Midland Realty Acceptance Corp.
                  210 West 10th Street
                  6th Floor
                  Kansas City, Missouri 64105
                  Attention:  Alan L. Atterbury
                  Telecopy No.:  (816) 435-2326



                           155

<PAGE>



              With copies to:

                  Morrison & Hecker L.L.P.
                  2600 Grand Avenue
                  Kansas City, Missouri  64108-4606
                  Attention: William A. Hirsch, Esq.
                  Telecopy No.: (816) 474-4208

              If to the Servicer or the Special Servicer, to:

                   Midland Loan Services, L.P.
                   210 West 10th Street
                   6th Floor
                   Kansas City, Missouri 64105
                   Attention: Alan L. Atterbury
                   Telecopy No.: (816) 435-2326

              With copies to:

                  Morrison & Hecker L.L.P.
                  2600 Grand Avenue
                  Kansas City, Missouri 64108-4606
                  Attention: William A. Hirsch, Esq.
                  Telecopy No.: (816) 474-4208

              If to the Mortgage Loan Seller (for the BCMC Loans), to:

                  Boston Capital Mortgage Company, Limited Partnership
                  One Boston Place
                  Boston, Massachusetts 02108-4406
                  Attn: Kingsley Greenland
                  Telecopy No.: (612) 624-8799

              If to the Mortgage Loan Seller (for the GACC Loans), to:

                  German American Capital Corporation
                  31 West 52nd Street
                  New York, New York 10019
                  Attn: General Counsel
                  Telecopy No.: (212) 469-8172



                           156

<PAGE>



              If to the Mortgage Loan Seller (for the MCFC Loans) to:

                  Midland Commercial Financing Corp.
                  210 West 10th Street
                  Kansas City, Missouri 64105
                  Attention: Alan L. Atterbury
                  Telecopy No.: (816) 435-2326

              With copies to:

                  Morrison & Hecker L.L.P.
                  2600 Grand Avenue
                  Kansas City, Missouri 64108-4606
                  Attention: William A. Hirsch, Esq.
                  Telecopy No.: (816) 474-4208

              If to any Certificateholder, to:

                   the address set forth in the
                   Certificate Register,

or, in the case of the parties to this Agreement,  to such other address as such
party shall specify by written notice to the other parties hereto.

         SECTION 10.5.          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, to the
extent  permitted by applicable law, such covenants,  agreements,  provisions or
terms  shall be  deemed  severable  from the  remaining  covenants,  agreements,
provisions or terms of this Agreement and shall in no way affect the validity or
enforceability  of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

         SECTION 10.6.          Notice to the Depositor
                                and Each Rating Agency.

         (a) The Trustee shall use its best efforts to promptly  provide written
notice to the  Depositor  and each  Rating  Agency  with  respect to each of the
following of which a Responsible Officer of the Trustee has actual knowledge:

         (i)      any material change or amendment to this
                  Agreement;

         (ii)     the occurrence of any Event of Default
                  that has not been cured;

         (iii)    the merger, consolidation, resignation
                  or termination of the Servicer, Special
                  Servicer, Trustee or Fiscal Agent;



                           157

<PAGE>



         (iv)     the repurchase of Mortgage Loans
                  pursuant to Section 2.3(d) or
                  2.3(e);

         (v)  the final payment to any Class of
              Certificateholders;

         (vi)     each report to Certificateholders
                            described in Section 4.2;

         (b) The Servicer and the Special  Servicer  shall  promptly  furnish to
each Rating Agency copies of the following:

         (i)      each of its annual statements as to
                  compliance described in Section 3.14;

         (ii)     each of its annual independent public
                  accountants' servicing reports described
                  in Section 3.15.

         (iii)    annual reports of each Borrower with
                  respect to the net operating income and
                  occupancy rates required to be delivered
                  by the related Mortgage and actually
                  received by the Servicer or the Special
                  Servicer, if applicable, pursuant
                  thereto to the extent consistent with
                  applicable law and the related Mortgage
                  Loan Documents.

         (c) The Special  Servicer,  shall  furnish each Rating Agency with such
information with respect to any Specially  Serviced Mortgage Loan as such Rating
Agency  shall  request and which the Special  Servicer  can obtain to the extent
consistent with applicable law and the related
Mortgage Loan Documents.

         (d)  Notices to each Rating Agency shall be
              addressed as follows:


              Fitch Investors Service, L.P.
              One State Street Plaza
              New York, New York 10004
              Attention: Commercial Mortgage Surveillance

              Moody's Investor Services, Inc.
              99 Church Street
              New York, New York 10007
              Attention: Commercial Mortgage Surveillance

or in each case to such  other  address as any Rating  Agency  shall  specify by
written notice to the parties hereto.

         SECTION 10.7.          Amendment.

         This  Agreement or any Custodial  Agreement may be amended from time to
time by the Depositor,  the Servicer,  the Special Servicer, the Trustee and the
Fiscal Agent, without the consent of any of the Certificateholders,  (i) to cure
any ambiguity, (ii) to correct or


                           158

<PAGE>



supplement any provisions  herein or therein that may be  inconsistent  with any
other provisions  herein or therein,  (iii) to amend any provision hereof to the
extent necessary or desirable to maintain the rating or ratings assigned to each
of the Classes of Regular  Certificates  by each Rating Agency,  or (iv) to make
any other  provisions  with respect to matters or questions  arising  under this
Agreement which shall not be inconsistent  with the provisions of this Agreement
and will not  result in the  downgrading,  withdrawal  or  qualification  of the
rating or ratings then assigned to any  outstanding  Class of  Certificates,  as
confirmed  by each  Rating  Agency in  writing  and,  in all  cases,  which,  as
evidenced  by an Opinion of Counsel at the expense of the party  (other than the
Trustee,  unless such  amendment  modifies or  otherwise  relates  solely to the
obligations,  duties or rights of the Trustee) requesting such amendment,  shall
not   adversely   affect  in  any   material   respect  the   interests  of  any
Certificateholder.

         This Agreement or any Custodial Agreement may also be amended from time
to time by the Depositor,  the Servicer,  the Special Servicer,  the Trustee and
the Fiscal  Agent  with the  consent  of the  Holders of each of the  Classes of
Regular  Certificates  representing not less than 662/3% of the aggregate Voting
Rights  allocated to all Classes of  Certificates  affected by the amendment for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Agreement or of modifying in any manner the rights
of the Certificateholders; provided, however, that no such amendment shall:

         (i)    reduce in any  manner  the  amount  of, or delay the  timing of,
                payments  received  on Mortgage  Loans which are  required to be
                distributed  on any  Certificate  without  the  consent  of each
                affected Certificateholder;

         (ii)     change  the   percentages  of  Voting  Rights  of  Holders  of
                  Certificates  which are  required  to consent to any action or
                  inaction  under this  Agreement,  without  the  consent of the
                  Holders of all Certificates then outstanding; or

         (iii)    alter the  obligations  of the  Servicer,  the  Trustee or the
                  Fiscal Agent to make a P&I Advance or Property Advance without
                  the  consent of the Holders of all  Certificates  representing
                  all of the  Voting  Rights  of the Class or  Classes  affected
                  thereby.

         Further, the Depositor, the Servicer, the Special Servicer, the Trustee
and the Fiscal Agent, at any time and from time to time,  without the consent of
the  Certificateholders,  may amend this Agreement or any Custodial Agreement to
modify,  eliminate  or add to any of its  provisions  to such extent as shall be
necessary  to maintain  the  qualification  of the Trust  REMICs as two separate
REMICs,  or to prevent the imposition of any additional  material state or local
taxes, at all times that any Certificates are  outstanding;  provided,  however,
that such action, as evidenced by an Opinion of Counsel (obtained at the expense
of the Trust Fund), is necessary or helpful to maintain such qualification or to
prevent the imposition of any such taxes,  and would not adversely affect in any
material respect the interest of any Certificateholder.



                           159

<PAGE>



         In the event that neither the Depositor nor the successor  thereto,  if
any, is in existence,  any amendment  under this Section 10.7 shall be effective
with the consent in writing of the Trustee, the Fiscal Agent, the Servicer,  the
Special   Servicer,   and,  to  the  extent   required  by  this  Section,   the
Certificateholders and each Rating Agency.

         Promptly  after the  execution  of any  amendment,  the  Trustee  shall
furnish  written  notification  of the  substance  of  such  amendment  to  each
Certificateholder  and each Rating Agency (with a copy of such amendment to each
Rating Agency).

         It shall not be necessary for the consent of  Certificateholders  under
this Section 10.7 to approve the particular form of any proposed amendment,  but
it shall be sufficient if such consent shall approve the substance thereof.  The
method of obtaining  such consents and of evidencing  the  authorization  of the
execution  thereof by  Certificateholders  shall be  subject to such  reasonable
regulations as the Trustee may prescribe;  provided,  however,  that such method
shall always be by affirmation and in writing.

         Notwithstanding any contrary provision of this Agreement,  no amendment
shall be made to this Agreement or any Custodial  Agreement  unless the Servicer
and the Trustee shall have received an Opinion of Counsel, at the expense of the
party requesting such amendment (or, if such amendment is required by any Rating
Agency to maintain  the rating  issued by it or requested by the Trustee for any
purpose  described in clause (i) or (ii) of the first  sentence of this Section,
then at the expense of the Trust Fund),  to the effect that such  amendment will
not cause REMIC I or REMIC II to fail to qualify as a REMIC at any time that any
Certificates  are  outstanding  or cause a tax to be  imposed  on the Trust Fund
under the REMIC Provisions  (other than a tax at the highest marginal  corporate
tax rate on net income from foreclosure property).

         Prior  to the  execution  of any  amendment  to this  Agreement  or any
Custodial Agreement, the Trustee, the Fiscal Agent, the Special Servicer and the
Servicer shall be entitled to receive and rely  conclusively  upon an Opinion of
Counsel,  at the expense of the party  requesting  such  amendment  (or, if such
amendment is required by any Rating  Agency to maintain the rating  issued by it
or  requested by the Trustee for any purpose  described  in clause (i),  (ii) or
(iv) (which do not modify or otherwise relate solely to the obligations,  duties
or rights of the  Trustee) of the first  sentence of this  Section,  then at the
expense of the Trust Fund)  stating  that the  execution  of such  amendment  is
authorized  or  permitted by this  Agreement.  The Trustee may, but shall not be
obligated  to, enter into any such  amendment  which  affects the  Trustee's own
rights, duties or immunities under this Agreement.

         SECTION 10.8.          Confirmation of Intent.

         It is the express  intent of the parties  hereto that the conveyance of
the Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on
behalf of  Certificateholders  as contemplated by this Agreement and the sale by
the Depositor of the Certificates be, and be treated for all purposes as, a sale
by the  Depositor of the  undivided  portion of the  beneficial  interest in the
Trust Fund represented by the Certificates. It is, further, not the intention of
the  parties  that such  conveyance  be deemed a pledge of the Trust Fund by the
Depositor to the Trustee to secure a debt or other  obligation of the Depositor.
However, in the event that,


                           160

<PAGE>



notwithstanding the intent of the parties, the Trust Fund is held to continue to
be property of the Depositor then (a) this Agreement  shall also be deemed to be
a security  agreement  under  applicable law; (b) the transfer of the Trust Fund
provided  for  herein  shall be  deemed  to be a grant by the  Depositor  to the
Trustee on behalf of Certificateholders of a first priority security interest in
all of the  Depositor's  right,  title and interest in and to the Trust Fund and
all amounts  payable to the holders of the Mortgage Loans in accordance with the
terms thereof and all proceeds of the conversion,  voluntary or involuntary,  of
the foregoing into cash, instruments,  securities or other property,  including,
without  limitation,  all  amounts  from  time to time held or  invested  in the
Collection  Account and the Distribution  Account,  whether in the form of cash,
instruments, securities or other property; (c) the possession by the Trustee (or
the Custodian or any other agent on its behalf) of Notes 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"  for  purposes  of
perfecting the security  interest  pursuant to Section 9-305 of the Missouri and
Illinois Uniform Commercial Codes; and (d) notifications to Persons holding such
property,  and  acknowledgments,  receipts or confirmations from Persons holding
such property, shall be deemed notifications to, or acknowledgments, receipts or
confirmations from, financial intermediaries,  bailees or agents (as applicable)
of the  Trustee for the  purpose of  perfecting  such  security  interest  under
applicable  law. Any  assignment of the interest of the Trustee  pursuant to any
provision  hereof  shall  also be deemed  to be an  assignment  of any  security
interest  created  hereby.  The  Depositor  shall,  and upon the  request of the
Servicer,  the Trustee shall, to the extent  consistent with this Agreement (and
at the expense of the Trust  Fund),  take such  actions as may be  necessary  to
ensure that, if this Agreement were deemed to create a security  interest in the
Mortgage  Loans,  such  security  interest  would be  deemed  to be a  perfected
security  interest of first priority under applicable law and will be maintained
as such throughout the term of this  Agreement.  It is the intent of the parties
that such a security interest would be effective whether any of the Certificates
are sold, pledged or assigned.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>



         IN WITNESS WHEREOF, the Depositor,  the Servicer, the Special Servicer,
the Trustee and the Fiscal Agent have caused their names to be signed  hereto by
their respective officers thereunto duly authorized as of the day and year first
above written.


Signed and acknowledged
in the presence of:


Print Name:


Print Name:
MIDLAND REALTY ACCEPTANCE CORP., as Depositor



By:  /s/ Clarence A. Krantz
     Name: Clarence A. Krantz
     Title: Executive Vice President


Signed and acknowledged
in the presence of:



Print Name:




Print Name:
MIDLAND LOAN SERVICES, L.P.,
as Servicer and Special Servicer


By:      MIDLAND DATA SYSTEMS, INC.,
     its General Partner


By:  /s/ Alan L. Atterbury
     Name: Alan L. Atterbury
     Title: President

Signed and acknowledged
in the presence of:


Print Name:


Print Name:
LASALLE NATIONAL BANK,
 as Trustee, Custodian, Certificate Registrar and Paying
Agent



By:          /s/Russell M. Goldenberg
     Name:   Russell M. Goldenberg
     Title:  Vice President

Signed and acknowledged
in the presence of:


Print Name:



Print Name:
ABN AMRO BANK
N.V.,                    as Fiscal
Agent of the Trustee





By:  /s/Robert C. Smolka          By:  /s/Kenneth M. Gonski
     Name: Robert C. Smolka            Name: Kenneth M. Gonski
     Title:Group Vice President        Title:Vice President

<PAGE>





STATE OF MISSOURI  )
                   ) ss.:
COUNTY OF JACKSON  )


         On this ____ day of  December,  1996,  before me  appeared  Clarence A.
Krantz to me personally  known, who being by me duly sworn did say that he is an
Executive  Vice  President  of  MIDLAND  REALTY  ACCEPTANCE  CORP.,  a  Missouri
corporation  and that he signed his name thereto under authority of the board of
directors of said corporation and on behalf of such corporation.

         WITNESS my hand and seal  hereto  affixed  the day and year first above
written.




                           --------------------------------
                           NOTARY PUBLIC in and for said
                           County and State

                           My Commission expires:

                                     (stamp)

                                     (seal)




<PAGE>





STATE OF MISSOURI   )
                    ) ss.:
COUNTY OF JACKSON   )


         On  this  ____  day of  December,  1996,  before  me  appeared  Alan L.
Atterbury, to me personally known, who being by me duly sworn did say that he is
the President of Midland Data Systems, Inc., a Missouri corporation, the general
partner of MIDLAND LOAN SERVICES, L.P., a Missouri limited partnership, and that
the seal  affixed to the  foregoing  instrument  is the  corporate  seal of said
corporation,  and that said  instrument  was signed and sealed on behalf of said
corporation  by authority  of its board of  directors as the general  partner of
said limited partnership, and said person acknowledged said instrument to be the
free act and deed of said  corporation  as the general  partner of said  limited
partnership and the free act and deed of said limited partnership.

         WITNESS my hand and seal  hereto  affixed  the day and year first above
written.




                           --------------------------------
                           NOTARY PUBLIC in and for said
                           County and State

                           My Commission expires:

                                     (stamp)

                                     (seal)




<PAGE>





STATE OF __________________   )
                              ) ss.:
COUNTY OF _______________     )


         On this ___ day of
                              , before me appeared
                     ____________________, to me personally
known, who being by me duly sworn did say that he is a
[Title] of
                      , a
                corporation,   and  that  the  seal  affixed  to  the  foregoing
instrument is the corporate seal of said  corporation,  and that said instrument
was signed and sealed on behalf of said corporation by authority of its board of
directors,  and said  __________________  acknowledged said instrument to be the
free  act and  deed of  said  corporation  and  the  free  act and  deed of said
corporation.

         WITNESS my hand and seal  hereto  affixed  the day and year first above
written.




                           --------------------------------
                           NOTARY PUBLIC in and for said
                           County and State

                           My Commission expires:

                                     (stamp)

                                     (seal)




<PAGE>





STATE OF __________________    )
                               ) ss.:
COUNTY OF ________________     )


         On this ___th day of
                        , before me,
the undersigned, a Notary Public in and for the State of
                               , duly commissioned
                         and sworn, personally appeared
                                     , to me
known who, by me duly sworn, did depose and acknowledge
before me and say that he resides at

; that he is the
        of
                                       , a
                       , the
corporation described in and that executed the foregoing instrument; and that he
signed  his name  thereto  under  authority  of the board of  directors  of said
corporation and on behalf of such corporation.

         WITNESS my hand and seal  hereto  affixed  the day and year first above
written.




                           --------------------------------
                           NOTARY PUBLIC in and for the
                                    State of

                           .
                           My Commission expires:

                                     (stamp)

                                     (seal)


This instrument prepared by:



Name:
Address:






<PAGE>




STATE OF __________________    )
                               ) ss.:
COUNTY OF ________________     )



         On the ___th day of
                    , before me,
                                       , a
Notary Public in and for said State, personally appeared

,

and

, personally  known to me or proved to me on the basis of satisfactory  evidence
to be the  persons  whose  names are  subscribed  to the within  instrument  and
acknowledged to me that they executed the same in their authorized capacity, and
that by their  signatures on the instrument the corporation upon behalf of which
the person acted 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


My commission expires ___________________






<PAGE>



              MIDLAND REALTY ACCEPTANCE CORP.

      COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
      SERIES 1996-C2, CLASS A-1, CLASS A-2, CLASS B,
                          CLASS C, CLASS D AND CLASS E

                                 PRICING LETTER

                                         New York, New York
                                    As of December 18, 1996

Prudential Securities Incorporated
One New York Plaza, 18th Floor
New York, New York 10292-2018

Deutsche Morgan Grenfell Inc.
31 West 52nd Street
New York, New York 10019

Llama Company, L.P.
One McIlroy Plaza, Suite 302
Fayetteville, Arkansas 72701

Ladies and Gentlemen:

         Reference is made to that certain  Underwriting  Agreement  dated as of
the date hereof (the  "Underwriting  Agreement";  capitalized  terms used herein
without  definition shall have the meanings given such terms in the Underwriting
Agreement) among Prudential  Securities  Incorporated,  Deutsche Morgan Grenfell
Inc. and Llama Company,  L.P., as  underwriters,  and Midland Realty  Acceptance
Corp. This letter  constitutes the Pricing Letter as defined in the Underwriting
Agreement.

         The  purchase   price   (expressed  as  a  percentage  of  the  initial
Certificate  Balance)  to be paid by the  Underwriters  for  each  class  of the
Publicly Offered Certificates is as follows:

Class                  Purchase Price

Class A-1               101.500%

Class A-2               101.500%

Class B                 101.500%



NY1-475710
Pricing Letter

<PAGE>




Class C                 101.500%

Class D                 101.500%

Class E                 101.500%

         If the foregoing is in accordance with your understanding,  please sign
and return six counterparts hereof.

                  Very truly yours,

                  MIDLAND REALTY ACCEPTANCE CORP.



                  By:  /s/Clarence Krantz
                                 Clarence Krantz
                       Executive Vice President


AGREED AND ACCEPTED AS OF THE
 DATE FIRST WRITTEN ABOVE


PRUDENTIAL SECURITIES
 INCORPORATED



By:  /s/Stephanie Anzivino
     Stephanie Anzivino
     Vice President



DEUTSCHE MORGAN GRENFELL INC.



By:  /s/Joel C. Horne
     Joel C. Horne
     Director


By:  /s/Charlene S. Chai
     Charlene S. Chai
     Director




NY1-475710
Pricing Letter

<PAGE>




LLAMA COMPANY, L.P.



By:  /s/Stephen D. Mansfield
     Stephen D. Mansfield
     Senior Vice President





NY1-475710
Pricing Letter





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