AMRESCO COMMERCIAL MORTGAGE FUNDING I CORP, 8-K, 1997-07-22

AMRESCO COMMERCIAL MORTGAGE FUNDING I CORP
8-K, 1997-07-22
ASSET-BACKED SECURITIES

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<PAGE> 1

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: July 22, 1997
(Date of earliest event reported)

AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION
(Exact name of Registrant as specified in its charter)

Delaware 333-19591 75-2683929
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
700 North Pearl Street
Suite 2400, L.B. No. 342
Dallas, Texas 75201
(Address of Principal (Zip Code)
executive offices)

Registrant's Telephone Number, Including Area Code: (214) 953-7700
<PAGE> 2
Item 5. Other Events.

Reference is hereby made to the Registrant's Registration Statement on
Form S-3 (File No. 333-19591) filed with the Securities and Exchange Commission
(the "Commission"), as last amended by Amendment No. 4, which became effective
on June 10, 1997, pursuant to which the Registrant registered $2,000,000,000
aggregate principal amount of its pass-through certificates, issuable in
various series, for sale in accordance with the provisions of the Securities
Act of 1933, as amended. Reference is also hereby made to the Prospectus,
dated June 15, 1997, and the related Prospectus Supplement, dated June 30,
1997, which were filed with the Commission pursuant to Rule 424(b)(5), with
respect to the Registrant's Mortgage Pass-Through Certificates (the
"Certificates"), Series 1997-C1, consisting of the Class A1, Class A2, Class
A3, Class B, Class C, Class D, Class E and Class F Certificates (the "Public
Certificates") and the Class X, Class G, Class H, Class J, Class K, Class L,
Class R-I, Class R-II, and Class R-III Certificates (the "Private
Certificates"). The Certificates evidence, in the aggregate, the beneficial
interest in a trust fund, consisting primarily of a pool of fixed rate
mortgage loans (collectively, the "Mortgage Loans"), secured by first liens on
various multifamily, retail, hotel, office, industrial, and other commercial
properties.

The Certificates were created pursuant to the terms of a Pooling and
Servicing Agreement, dated as of June 1, 1997 (the "Pooling Agreement"), by and
between the Registrant, AMRESCO Management, Inc., as master servicer, Midland
Loan Services, L.P., as special servicer, LaSalle National Bank, as trustee,
and ABN AMRO Bank N.V., as fiscal agent. A copy of the Pooling Agreement is
attached hereto as Exhibit 4.1.

Goldman, Sachs & Co. (the "Underwriter") acquired the Public
Certificates pursuant to the underwriting agreement, dated as of June 30, 1997,
by and between the Registrant, AMRESCO Capital Corporation ("ACC") and the
Underwriter, and the pricing agreement pursuant thereto (collectively, the
"Underwriting Agreement"). The Registrant has purchased the Mortgage Loans
from ACC and Goldman Sachs Mortgage Company pursuant to respective mortgage
loan purchase agreements dated June 30, 1997 (each, a "Mortgage Loan Purchase
Agreement"). A copy of each Mortgage Loan Purchase Agreement is attached
hereto as Exhibits 4.2 and 4.3.

The Registrant is filing this Current Report on Form 8-K to report the
issuance by the Registrant on July 8, 1997 of $422,474,000 aggregate principal
amount of Public Certificates and the purchase thereof by the Underwriter
pursuant to the terms of the Underwriting Agreement. A copy of the
Underwriting Agreement is attached hereto as Exhibit 1.1.

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<PAGE> 3
Item 7. Financial Statements and Exhibits.

<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1.1 Underwriting Agreement, dated as of June 30, 1997, by and among the Registrant, ACC
and the Underwriter

4.1 Pooling and Servicing Agreement, dated as of June 1, 1997, by and among the
Registrant, AMRESCO Management, Inc., as master servicer, Midland Loan Services, L.P.,
as special servicer, LaSalle National Bank, as trustee, and ABN AMRO Bank N.V., as
fiscal agent

4.2 Mortgage Loan Purchase Agreement, dated as of June 30, 1997, by and between the
Registrant and Goldman Sachs Mortgage Company

4.3 Mortgage Loan Purchase Agreement, dated as of June 30, 1997, by and between the
Registrant and ACC

8.1 Opinion of Andrews & Kurth L.L.P., dated as of July 8, 1997, regarding tax matters
</TABLE>

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<PAGE> 4
Signatures

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

AMRESCO COMMERCIAL MORTGAGE
FUNDING I CORPORATION

July 22, 1997 By: /s/ L. KEITH BLACKWELL
-----------------------------
L. Keith Blackwell
Vice President

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<PAGE> 5
INDEX TO EXHBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<S> <C>
1.1 Underwriting Agreement, dated as of June 30, 1997, by and among the Registrant, ACC
and the Underwriter

4.2 Mortgage Loan Purchase Agreement, dated as of June 30, 1997, by and between the
Registrant and Goldman Sachs Mortgage Company

4.3 Mortgage Loan Purchase Agreement, dated as of June 30, 1997, by and between the
Registrant and ACC

8.1 Opinion of Andrews & Kurth L.L.P., dated as of July 8, 1997, regarding tax matters
</TABLE>

-3-

<PAGE> 1
MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1997-C1

and similar Series of which
AMRESCO Commercial Mortgage Funding I Corporation is Seller

Underwriting Agreement

June 30, 1997
Goldman, Sachs & Co.,
as representative (the "Representative")
of the several Underwriters named in
the respective Pricing Agreements
hereinafter described
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004

Ladies and Gentlemen:

From time to time on one or more occasions AMRESCO Commercial Mortgage
Funding I Corporation, a Delaware corporation (the "Seller"), proposes (a) to
enter into a pooling and servicing agreement (each, a "Pooling and Servicing
Agreement"), in each case with a bank or trust company, as trustee (the
"Trustee"), a Master Servicer and, if applicable, a Special Servicer, and (b)
to enter into a Pricing Agreement (each, a "Pricing Agreement") in the form of
Annex A hereto, with such additions and deletions as the parties thereto may
determine, and, subject to the terms and conditions stated herein and therein,
to direct the Trustee pursuant to the applicable Pooling and Servicing
Agreement to issue and sell to the firms named in the applicable Pricing
Agreement (such firms constituting the "Underwriters" with respect to such
Pricing Agreement and the securities specified therein) certain of its Mortgage
Pass-Through Certificates specified in such Pricing Agreement (the "Designated
Securities"). At their date of issuance, each issuance of Designated
Securities will represent beneficial ownership interests in one or more trust
funds (each, a "Trust Fund") consisting of Mortgage Loans (as defined in the
related Pooling and Servicing Agreement) and other assets. Capitalized terms
used but not defined herein shall have the meanings given to them in the
related Pooling and Servicing Agreement or, if not defined therein, in the
related Pricing Agreement. The terms and conditions of any particular issuance
of Designated Securities shall be as specified in the Pricing Agreement
relating thereto and pursuant to the related Pooling and Servicing Agreement.

1. Particular sales of Designated Securities may be made from time
to time to the Underwriters of such Designated Securities, for whom Goldman,
Sachs & Co. will act as the Representative. This Underwriting Agreement shall
not be construed as an obligation of the Seller to sell, or as an obligation of
any of the Underwriters to purchase, any of the Designated Securities.

<PAGE> 2
The obligation of the Seller to issue and sell or cause to be issued and sold
any of the Designated Securities and the obligation of any of the Underwriters
to purchase any of the Designated Securities shall be evidenced by the Pricing
Agreement with respect to such Designated Securities. Each Pricing Agreement
shall specify the aggregate principal amount of such Designated Securities, the
initial public offering price or prices of such Designated Securities (if a
fixed price offering) , the purchase price to the Underwriters of such
Designated Securities, the names of the Underwriters of such Designated
Securities, the name of the Trustee with respect to such Designated Securities
and the principal amount of such Designated Securities to be purchased by each
Underwriter and shall set forth the date, time and manner of delivery of such
Designated Securities and of payment therefor. The Pricing Agreement shall
also specify (to the extent not set forth in the Pooling and Servicing
Agreement and the registration statement and prospectus with respect thereto)
the terms of such Designated Securities. The Pricing Agreement shall be in the
form of an executed writing (which may be in counterparts) and may evidenced by
an exchange of telegraphic communications or any other rapid transmission
device designed to produce a written record of communications transmitted. The
obligation of the Underwriters under this Agreement and under each Pricing
Agreement shall be several and not joint.

2. Each of the Seller and AMRESCO CAPITAL CORPORATION
("AMRESCO") represents and warrants to, and agrees with, each of the
Underwriters that, with respect to each issue of Designated Securities:

(a) The Seller meets the requirements for use of Form S-3
under the Securities Act of 1933, as amended (the "Act"); a registration
statement (File No. 333-19591) on such form in respect of the Designated
Securities, together with one or more amendments thereto, has been filed
with the Securities and Exchange Commission (the "Commission") in the
form heretofore delivered or to be delivered to the Representative and,
exhibits to such registration statement and all documents incorporated
by reference in the prospectus contained therein, to the Representative
for each of the other Underwriters; such registration statement in such
form has been declared effective by the Commission; no stop order
suspending the effectiveness of such registration statement has been
issued and no proceeding for that purpose has been initiated or
threatened by the Commission; and such registration statement meets the
requirements set forth in subsection (a)(1)(x) of, and complies in all
material respects with, Rule 415 under the Act (any preliminary
prospectus included in such registration statement or filed with the
Commission pursuant to Rule 424(a) under the Act being hereinafter
called a "Preliminary Prospectus"; the various parts of such
registration statement, including all exhibits thereto and all documents
incorporated by reference in the prospectus contained in the
registration statement at the time such part of the registration
statement became effective, each as amended at the time such became
effective, being hereinafter collectively called the "Registration
Statement"; the prospectus relating to the Designated Securities, in the
form in which it has most recently been filed, or mailed for filing,
with the Commission on or prior to the date of this Agreement, being
hereinafter called the "Prospectus"; any reference herein to any
Preliminary Prospectus or the Prospectus shall be deemed to refer to and
include all documents incorporated by reference therein as of the date
of such Preliminary Prospectus or Prospectus, as the case may be; and
any reference to the "Prospectus Supplement" shall be deemed to refer to
the Prospectus as amended or supplemented in relation to the Designated
Securities in the form in which it is

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<PAGE> 3
first filed, or mailed for filing, with the Commission pursuant to Rule
424 under the Act following pricing of the Designated Securities,
including any documents incorporated by reference therein as of the date
of such filing or mailing);

(b) The Registration Statement and Prospectus conform, and any
amendments or supplements thereto will conform, in all material respects
to the requirements of the Act and the rules and regulations of the
Commission thereunder and do not and will not, as of the applicable
effective date as to the Registration Statement and any amendment
thereto and as of the applicable filing date as to the Prospectus and
any supplement thereto, contain an untrue statement of a material fact
or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading; provided,
however, that this representation and warranty shall not apply to any
statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Seller by an Underwriter of
Designated Securities through the Representative expressly for use in
the Prospectus Supplement;

(c) Each of the Seller and AMRESCO has been duly incorporated
and is validly existing as a corporation in good standing under the laws
of the State of its organization and has been duly qualified or
registered as a foreign corporation for the transaction of business and
is in good standing under the laws of all jurisdictions in which it owns
or leases property of a nature or transacts business of a type that
would require such qualifications or in which the failure to so qualify
or be in good standing could, individually or in the aggregate, have a
material adverse effect on the business, condition or properties of the
Seller or AMRESCO, as applicable;

(d) The Seller has all requisite power and authority
(corporate and other) and all requisite authorizations, approvals,
orders, licenses, certificates and permits of and from all governmental
or regulatory officials and bodies to own its properties, to conduct its
business as described in the Registration Statement and the Prospectus
and to execute, deliver and perform this Agreement, except such as may
be required under state securities or Blue Sky laws in connection with
the purchase and distribution by the Underwriters of the Designated
Securities; all such authorizations, approvals, orders, licenses,
certificates and permits are in full force and effect and contain no
unduly burdensome provisions; and, except as otherwise set forth or
contemplated in the Registration Statement or the Prospectus, there are
no legal or governmental proceedings pending or, to the best of the
Seller's knowledge, threatened, that would result in a material
modification, suspension or revocation thereof;

(e) AMRESCO has all requisite power and authority (corporate
and other) and all requisite authorizations, approvals, orders,
licenses, certificates and permits of and from all governmental or
regulatory officials and bodies to own its properties, to conduct its
business and to execute, deliver and perform its obligations under
Section 8 of this Agreement; all such authorizations, approvals, orders,
licenses, certificates and permits are in full force and effect and
contain no unduly burdensome provisions; and there are no legal or
governmental proceedings pending, or, to the best of AMRESCO's
knowledge, threatened, that would result in a material modification,
suspension or revocation thereof;

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<PAGE> 4
(f) This Agreement has been duly authorized, executed and
delivered by the Seller and AMRESCO;

(g) At the Time of Delivery (as defined in Section 4 hereof),
the related Pooling and Servicing Agreement will have been duly
authorized, executed and delivered by the Seller and, assuming due
authorization, execution and delivery by the other parties thereto, will
constitute a valid and legally binding obligation of the Seller,
enforceable in accordance with its terms, subject, as to enforcement, to
bankruptcy, insolvency, reorganization and other laws of general
applicability relating to or affecting creditors' rights and to general
principles of equity;

(h) When the Designated Securities are issued, executed,
authenticated and delivered pursuant to this Agreement, the Pricing
Agreement and the related Pooling and Servicing Agreement, the
Designated Securities will have been duly authorized, executed,
authenticated, issued and delivered and will be entitled to the benefits
of the related Pooling and Servicing Agreement; and the Designated
Securities and the related Pooling and Servicing Agreement will conform
to the descriptions thereof in the Prospectus Supplement;

(i) The issue and sale of the Designated Securities, the
compliance by the Seller with all of the provisions of this Agreement
and the Pricing Agreement and the related Pooling and Servicing
Agreement, and the consummation of the transactions herein and therein
contemplated, will not conflict with or result in a breach of any of the
terms or provisions of, or constitute a default under, any indenture,
mortgage, deed of trust, loan agreement or other material agreement or
instrument to which the Seller is a party or by which the Seller is
bound or to which any of the property or assets of the Seller is
subject, nor will such action result in any violation of the provisions
of the Certificate of Incorporation or the By-Laws of the Seller or any
statute or any order, rule or regulation of any court or governmental
agency or body having jurisdiction over the Seller, or any of its
properties; and no consent, approval, authorization, order, registration
or qualification of or with any such court or governmental agency or
body is required for the issue and sale of the Designated Securities or
the consummation by the Seller of the other transactions contemplated by
this Agreement or the Pricing Agreement or the related Pooling and
Servicing Agreement, except such as have been obtained under the Act and
such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities or Blue Sky
laws in connection with the purchase and distribution of the Designated
Securities by the Underwriters;

(j) Compliance by AMRESCO with Section 8 hereof will not
conflict with or result in a breach of any of the terms or provisions
of, or constitute a default under, any indenture, mortgage, deed of
trust, loan agreement or other material agreement or instrument to which
AMRESCO is a party or by which AMRESCO is bound or to which any of the
property or assets of AMRESCO is subject, nor will such action result in
any violation of the provisions of the Articles of Incorporation, or the
By-Laws of AMRESCO or any statute or any order, rule or regulation of
any court or governmental agency or body having jurisdiction over
AMRESCO, or any of its properties; and no consent, approval,
authorization, order, registration or qualification of or with any such
court or governmental agency or body is

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<PAGE> 5
required for the entry by AMRESCO into this Agreement or the performance
by AMRESCO of its obligation under Section 8 of this Agreement, except
such as have already been obtained;

(k) Other than as set forth or contemplated in the Prospectus
Supplement, there are no legal or governmental proceedings pending and
at the Time of Delivery there will be no legal or governmental
proceedings pending to which the Seller is a party or of which any
property of the Seller is the subject which, if determined adversely to
the Seller, would individually or in the aggregate have a material
adverse effect on the condition (financial or otherwise), earnings,
affairs, business, properties or prospects of the Seller, and to the
best of the Seller's knowledge, no such proceedings are threatened or
contemplated by governmental authorities or threatened by others;

(l) Other than as set forth or contemplated in the Prospectus
Supplement, there are no legal or governmental proceedings pending and
at the Time of Delivery there will be no legal or governmental
proceedings pending to which AMRESCO is a party or of which any property
of AMRESCO is the subject which, if determined adversely to AMRESCO,
would individually or in the aggregate have a material adverse effect on
the condition (financial or otherwise), earnings, affairs, business,
properties or prospects of AMRESCO, and to the best of AMRESCO's
knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;

(m) The Seller will at the Time of Delivery own the Mortgage
Loans to be sold and delivered to the Trustee under the related Pooling
and Servicing Agreement, free and clear of any lien, mortgage, pledge,
charge, security interest or other encumbrance; and, at the Time of
Delivery, the Seller will have full power and authority to sell and
deliver the Mortgage Loans to the Trustee under the related Pooling and
Servicing Agreement and at the Time of Delivery will have duly
authorized such assignment and delivery to the Trustee by all necessary
action;

(n) Any taxes, fees and other governmental charges in
connection with the execution, delivery and performance of this
Agreement, the Pricing Agreement, the related Pooling and Servicing
Agreement and the Designated Securities will have been paid at or prior
to the Time of Delivery;

(o) At the Time of Delivery, the Mortgage Loans will have been
duly and validly assigned and delivered by the Seller to the Trustee
under the related Pooling and Servicing Agreement;

(p) The Trust Fund created by the related Pooling and
Servicing Agreement will not at the Time of Delivery be required to be
registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"); and

(q) The Seller is not and at the Time of Delivery will not be
an "investment company", as such term is defined in the Investment
Company Act.

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<PAGE> 6
3. Upon the execution of the Pricing Agreement applicable to
any Designated Securities and authorization by the Representative of the
release of the Designated Securities, the several Underwriters propose to offer
the Designated Securities for sale upon the terms and conditions set forth in
the Prospectus Supplement.

4. Designated Securities to be purchased by each Underwriter
pursuant to the Pricing Agreement relating thereto, in definitive or book-entry
form as indicated in the Pricing Agreement, and in such authorized
denominations and registered in such names as the Representative may request
upon at least forty-eight hours' prior notice to the Seller, shall be delivered
on behalf of the Trustee to the Representative for the account of such
Underwriter, against payment by such Underwriter or on its behalf of the
purchase price therefor by wire transfer of immediately available funds to the
Seller, or in such other manner as may be specified in such Pricing Agreement,
all at the place and time and date specified in such Pricing Agreement or at
such other place and time and date as the Representative and the Seller may
agree upon in writing, such time and date being herein called the "Time of
Delivery" for such Designated Securities.

5. The Seller agrees with each of the Underwriters of any
Designated Securities:

(a) To make no further amendment or any supplement to the
Registration Statement, the Prospectus or the Prospectus Supplement
after the date of the Pricing Agreement relating to such Designated
Securities and prior to the Time of Delivery for such Designated
Securities which shall be disapproved by the Representative promptly
after reasonable notice thereof; to advise the Representative promptly
of any such amendment or supplement after such Time of Delivery and
furnish the Representative with copies thereof; for so long as the
delivery of a prospectus is required in connection with the offering or
sale of the Designated Securities, to advise the Representative,
promptly after it receives notice thereof, of the time when any
amendment to the Registration Statement has been filed or become
effective or any supplement to the Prospectus or any amended Prospectus
has been filed or mailed for filing, of the issuance by the Commission
of any stop order or of any order preventing or suspending the use of
any prospectus relating to the Designated Securities, of the suspension
of the qualification of the Designated Securities for offering or sale
in any jurisdiction, of the initiation or threatened initiation of any
proceeding for any such purpose, or of any request by the Commission for
the amending or supplementing of the Registration Statement or the
Prospectus or for additional information; and, in the event of the
issuance of any such stop order or of any such order preventing or
suspending the use of any prospectus relating to the Designated
Securities or suspending any such qualification, to use promptly its
best efforts to obtain the withdrawal of any such order;

(b) Promptly from time to time to take such action as the
Representative may reasonably request to qualify such Designated
Securities for offering and sale under the securities laws of such
jurisdictions as the Representative may request and to comply with such
laws so as to permit the continuance of sales and dealings therein in
such jurisdictions for as long as may be necessary to complete the
distribution of such Designated Securities, provided that in connection
therewith neither the Trust Fund issuing such Designated Securities nor
the Seller shall be required to qualify to do business or to file a
general consent to service of process in any jurisdiction;

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<PAGE> 7
(c) To cause any Computational Materials and any Structural
Term Sheets (each as defined below) with respect to an issue of
Designated Securities that are delivered by any of the Underwriters to
the Seller to be filed with the Commission on a Form 8-K pursuant to
Rule 13a-11 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), on the business day immediately following the later of
(i) the day on which such Computational Materials and Structural Term
Sheets are delivered to counsel for the Seller by any Underwriter prior
to 2 p.m. and (ii) the date on which the related Pricing Agreement is
executed and delivered. If any Collateral Term Sheet (as defined below)
is used by any of the Underwriters, the Seller will cause each such
Collateral Term Sheet with respect to an issue of Designated Securities
that is delivered by the Underwriters to the Seller to be filed with the
Commission on a Form 8-K pursuant to Rule 13a-11 under the Exchange Act
on the business day immediately following the day on which such
Collateral Term Sheet is delivered to counsel for the Seller by any
Underwriter prior to 2 p.m. "Computational Materials" shall have the
meaning assigned to such term in 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 and the related no-
action letter dated May 27, 1994 issued by the Division of Corporation
Finance of the Commission to the Public Securities Association, the
filing of which material is a condition of the relief granted in such
letter. "Structural Term Sheets" shall have the meaning assigned to
such term in the no-action letter dated February 17, 1995 issued by the
Division of Corporation Finance of the Commission to the Public
Securities Association (the "PSA Letter"), the filing of which material
is a condition of the relief granted in such letter. "Collateral Term
Sheets" shall have the meaning assigned to such term in the PSA Letter,
the filing of which material is a condition of the relief granted in
such letter; and

(d) To furnish the Underwriters with copies of the Prospectus
and the Prospectus Supplement in such quantities as the Representative
may from time to time reasonably request, and, if the delivery of a
prospectus is required at any time in connection with the offering or
sale of the Designated Securities and if at any such time any event
shall have occurred as a result of which the Prospectus as then amended
or supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made when such Prospectus is delivered, not misleading, or, if for
any other reason it shall be necessary during such period to amend or
supplement the Prospectus in order to comply with the Act, to notify the
Representative and upon its request to file such document and to prepare
and furnish without charge to each Underwriter and to any dealer in
securities as many copies as the Representative may from time to time
reasonably request of an amended Prospectus or a supplement to the
Prospectus which will correct such statement or omission or effect such
compliance.

6. The Seller covenants and agrees with the several
Underwriters of any designated Securities that the Seller will pay or cause to
be paid the following: (i) the fees, disbursements and expenses of counsel and
accountants for the Seller in connection with the registration of such
Designated Securities under the Act and all other expenses in connection with

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<PAGE> 8
the preparation, printing and filing of the Registration Statement, any
Preliminary Prospectus and the Prospectus and amendments and supplements
thereto and the mailing and delivery of copies thereof to the Underwriters and
dealers; (ii) the cost of printing or producing any Agreement Among
Underwriters, this Agreement, any Pricing Agreement, any Pooling and Servicing
Agreement, any Blue Sky and Legal Investment Memoranda and any other documents
in connection with the offering, purchase, sale and delivery of such Designated
Securities; (iii) all expenses in connection with the qualification of such
Designated Securities for offering and sale under state securities laws as
provided in Section 5(b) hereof, including the reasonable fees and
disbursements of counsel for the Underwriters in connection with such
qualification and in connection with the Blue Sky and Legal Investment
Memoranda; (iv) any fees charged by securities rating services for rating such
Designated Securities; (v) the cost of preparing such Designated Securities;
(vi) the fees and expenses of any Trustee and of any agent of such Trustee and
the fees and disbursements of counsel for the Trustee in connection with the
related Pooling and Servicing Agreement and such Designated Securities; (vii)
the fees and expenses of counsel for Underwriters; (viii) the out-of-pocket
costs of the Representative; and (ix) all other costs and expenses incident to
the performance of the Seller's obligations hereunder which are not otherwise
specifically provided for in this Section.

7. The obligations of the Underwriters of any Designated
Securities under the Pricing Agreement relating to such Designated Securities
shall be subject, in the discretion of the Representative, to the condition
that all representations and warranties and other statements of the Seller
herein are, at and as of the Time of Delivery for such Designated Securities,
true and correct, the condition that the Seller shall have performed all of its
obligations hereunder theretofore to be performed, and the following additional
conditions:

(a) No stop order suspending the effectiveness of the
Registration Statement shall have been issued and no proceeding for that
purpose shall have been initiated or threatened by the Commission; and
all requests for additional information from the Seller on the part of
the Commission shall have been complied with to the Representative's
reasonable satisfaction;

(b) The related Pooling and Servicing Agreement and all of the
other agreements identified in such Pricing Agreement as "Related
Agreements" shall have been duly entered into by all of the respective
parties;

(c) Counsel for the Underwriters shall have furnished to the
Representative such opinion or opinions, dated the Time of Delivery for
such Designated Securities, with respect to the related Pooling and
Servicing Agreement, the Designated Securities, the Registration
Statement, the Prospectus Supplement and other related matters as the
Representative may reasonably request, and such counsel shall have
received such papers and information as they may reasonably request to
enable them to pass upon such matters;

(d) Counsel for the Seller and AMRESCO satisfactory to the
Representative shall have furnished to the Representative their written
opinion (or, in the case of clause (ix) below, their letter), dated the
Time of Delivery for such Designated Securities, in form and substance
satisfactory to the Representative, to the effect that:

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<PAGE> 9
(i) Each of the Seller and AMRESCO has been duly
incorporated and is validly existing as a corporation in good
standing under the laws of the State of its organization;

(ii) The Seller has all requisite corporate power to own
its properties, to conduct its business as described in the
Registration Statement, the Prospectus and the Prospectus
Supplement and to execute, deliver and perform this Agreement,
the Pricing Agreement, the related Pooling and Servicing
Agreement and each of the Related Agreements to which the Seller
is a party;

(iii) AMRESCO has all requisite corporate power to own
its properties, to conduct its business and to execute, deliver
and perform its obligations under Section 8 of this Agreement;

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

(v) To the best of such counsel's knowledge, there are
no legal or governmental proceedings pending to which AMRESCO is
a party or of which any property of AMRESCO is the subject which,
if determined adversely to AMRESCO, would individually or in the
aggregate have a material adverse effect on the condition
(financial or otherwise), earnings, affairs, business, properties
or prospects of AMRESCO and, to the best of such counsel's
knowledge, no such proceedings are threatened or contemplated by
governmental authorities or threatened by others;

(vi) This Agreement and the Pricing Agreement with
respect to the Designated Securities have been duly authorized,
executed and delivered by each of the Seller and AMRESCO;

(vii) The related Pooling and Servicing Agreement has
been duly authorized, executed and delivered by the Seller and
constitutes a legal, valid and binding obligation of the Seller,
enforceable in accordance with its terms, subject to applicable
bankruptcy, insolvency and other similar laws affecting
creditors' rights generally and to general principles of equity
(whether considered in a proceeding in equity or at law);

(viii) The related Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of 1939,
as amended, and the Trust Fund created thereunder is not required
to be registered under the Investment Company Act;

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<PAGE> 10
(ix) The Designated Securities, when duly authorized,
executed, authenticated, issued and delivered by the Trustee in
accordance with the related Pooling and Servicing Agreement, will
be validly issued and outstanding and entitled to the benefits of
the related Pooling and Servicing Agreement; and the statements
set forth under the heading "Description of the Certificates" (or
similar heading) in the Prospectus Supplement, insofar as such
statements purport to summarize certain provisions of the
Designated Securities and the related Pooling and Servicing
Agreement, provide a fair summary of such provisions;

(x) The issue and sale of the Designated Securities and
the compliance by the Seller with all of the provisions of this
Agreement, the Pricing Agreement, the Designated Securities and
the related Pooling and Servicing Agreement, and the consummation
of the transactions herein and therein contemplated, do not
conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under any indenture,
mortgage, deed of trust, loan agreement or other material
agreement or instrument known to such counsel to which the Seller
is a party, nor do such actions result in any violation of the
provisions of the Certificate of Incorporation or the By-Laws of
the Seller or any state or federal statute applicable to the
Seller or any order, rule or regulation known to such counsel of
any state or federal court or governmental agency or body having
jurisdiction over the Seller or any of its properties; and no
consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or
body is required for the issue and sale of the Designated
Securities or the consummation by the Seller of the other
transactions contemplated by this Agreement or the Pricing
Agreement with respect to the Designated Securities, the
Designated Securities and the related Pooling and Servicing
Agreement, except (A) such as have been obtained under the Act,
(B) such consents, approvals, authorizations, registrations or
qualifications as may be required under state securities, real
estate syndication or Blue Sky laws in connection with the
purchase and distribution of the Designated Securities by the
Underwriters and (C) such recordations or filings as may be
required or contemplated by the related Pooling and Servicing
Agreement;

(xi) The compliance by AMRESCO with Section 8 of this
Agreement does not conflict with or result in a breach of any of
the terms or provisions of, or constitute a default under any
indenture, mortgage, deed of trust, loan agreement or other
material agreement or instrument known to such counsel to which
AMRESCO is a party, nor do such actions result in any violation
of the provisions of the Certificate of Incorporation or the By-
Laws of AMRESCO or any state or federal statute applicable to
AMRESCO or any order, rule or regulation known to such counsel of
any state or federal court or governmental agency or body having
jurisdiction over AMRESCO or any of its properties; and no
consent, approval, authorization, order, registration or
qualification of or with any such court or governmental agency or
body is required for entry by AMRESCO into this Agreement or the
performance by AMRESCO of its obligations under Article 8 of this
Agreement, except such as already have been obtained;

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<PAGE> 11
(xii) The Registration Statement and the Prospectus, as
supplemented by the Prospectus Supplement and any further
amendments and supplements thereto made by the Seller prior to
the Time of Delivery for the Designated Securities (other than
the financial statements, schedules and other financial and
statistical data therein, as to which such counsel need express
no opinion) as of the date it became effective, as of the date of
the Prospectus Supplement or as of the date of such later
amendment or supplement, as the case may be, appeared on their
face to be appropriately responsive in all material respects to
the requirements of the Act and the rules and regulations
thereunder; on the basis of such counsel's participation in the
preparation of the Registration Statement and the Prospectus (and
any further amendment or supplement thereto made by the Seller
prior to the Time of Delivery) and in conferences with
representatives of the Seller, the Seller's independent public
accountants and the Underwriters at which the contents of the
Registration Statement and the Prospectus (and any such further
amendment or supplement thereto) were discussed and without
passing upon, assuring responsibility for or making any
independent check or verification of the factual accuracy,
completeness or fairness of the statements contained in the
Registration Statement or the Prospectus (or any such further
amendment or supplement thereto) (other than as set forth in
clause (xiv) of this Section 7(d)), nothing has come to the
attention of such counsel which causes them to believe that, as
of the effective date of the Registration Statement, the
Registration Statement (or, as of the date thereof, any further
amendment thereto) (other than the financial statements,
schedules and other financial and statistical data therein, as to
which such counsel need express no opinion) contained an untrue
statement of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the statements
therein not misleading or that, as of the date of the Prospectus
Supplement or as of the Time of Delivery, the Prospectus (or any
such further amendment or supplement thereto) (other than the
financial statements, schedules and other financial and
statistical data therein, as to which such counsel need express
no opinion) contained or contains an untrue statement of a
material fact or omitted or omits to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and
such counsel do not know of any contracts or other documents of a
character required to be filed as an exhibit to the Registration
Statement or required to be described in the Registration
Statement or the Prospectus as amended or supplemented which are
not filed or described as required;

(xiii) The Seller is not required to register as an
"investment company" under, and as such term is defined in, the
Investment Company Act; and

(xiv) The statements set forth in the Prospectus
Supplement under the heading "ERISA Considerations", "Federal
Income Tax Consequences", "Certain Legal Affects of the Mortgage
Loans" and "Legal Investment" (insofar as they relate
specifically to the purchase, ownership and disposition of the
Designated Securities), to the extent that they constitute
matters of law or legal conclusions with respect to

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<PAGE> 12
the federal law of the United States, have been prepared or
reviewed by such counsel and provide a fair summary of such law
or conclusions;

In rendering their opinion, such counsel may rely, to the extent deemed proper
and as stated therein, as to matters of fact on certificates of responsible
officers of the Seller and the Trustee and public officials;

(e) Counsel for the Master Servicer satisfactory to the
Representative shall have furnished to the Representative their written
opinion satisfactory in form and substance to the Representative and its
special counsel;

(f) Counsel for the Special Servicer satisfactory to the
Representative shall have furnished to the Representative their written
opinion satisfactory in form and substance to the Representative and its
special counsel;

(g) Counsel for the Trustee satisfactory to the Representative
shall have furnished to the Representative their written opinion
satisfactory in form and substance to the Representative and its special
counsel;

(h) On the date of the Pricing Agreement for such Designated
Securities and at the Time of Delivery for such Designated Securities,
the independent accountants of the Seller or other accountants
acceptable to the Representative shall have furnished to the
Representative a letter or letters, dated the date of the Pricing
Agreement, and a letter or letters, dated such Time of Delivery,
respectively, containing statements and information of the type
customarily included in accountants' "comfort letters" and "agreed upon
procedures letters" with respect to certain financial information
contained in the Registration Statement, the Prospectus and the
Prospectus Supplement, including, without limitation, Computational
Materials, Structural Term Sheet and Collateral Term Sheets, in each
case as to such matters as the Representative may reasonably request and
in form and substance satisfactory to the Representative;

(i) Subsequent to the date of the Pricing Agreement relating
to the Designated Securities, there shall not have occurred any of the
following: (i) a suspension or material limitation in trading in
securities generally on the New York Stock Exchange; (ii) a general
moratorium on commercial banking activities in New York declared by
either Federal or New York State authorities; or (iii) the outbreak or
escalation of hostilities involving the United States or the declaration
by the United States of a national emergency or war, if the effect of
any such event specified in this clause (iii) in the judgment of the
Representative makes it impracticable or inadvisable to proceed with the
public offering or the delivery of the Designated Securities on the
terms and in the manner contemplated in the Prospectus as amended or
supplemented;

(j) Each of the Seller and AMRESCO shall have furnished or
caused to be furnished to the Representative at the Time of Delivery for
the Designated Securities certificates of its officers satisfactory to
the Representative as to the accuracy in all material respects of its
representations and warranties herein at and as of such Time of
Delivery, as

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<PAGE> 13
to the performance of all of its obligations hereunder to be performed
at or prior to such Time of Delivery, as to the matters set forth in
Section 7(a) above and as to such other matters as the Representative
may reasonably request;

(k) The Master Servicer shall have furnished to the
Representative a certificate signed by one or more of the officers
satisfactory to the Representative, dated the Time of Delivery, to the
effect that the representations and warranties of the Servicer or Master
Servicer, as applicable, in the Pooling and Servicing Agreement are true
and correct in all material respects on and as of the Time of Delivery
with the same effect as if made at the Time of Delivery;

(l) The Special Servicer shall have furnished to the
Representative a certificate signed by one or more of its officers
satisfactory to the Representative, dated the Time of Delivery, to the
effect that the representations and warranties of the Special Servicer
in the Pooling and Servicing Agreement are true and correct in all
material respects on and as of the Time of Delivery with the same effect
as if made at the Time of Delivery;

(m) The Representative shall have received evidence
satisfactory to it that the Designated Securities are rated in the
rating category or categories specified in the Pricing Agreement by the
rating agency or agencies specified in the Pricing Agreement;

(n) AMRESCO shall have furnished to the Representative a
certificate signed by one or more of its officers satisfactory to the
Representative, dated the Time of Delivery, to the effect that the
representations and warranties made by AMRESCO to the Seller in the
applicable Mortgage Loan Purchase Agreement are true and correct in all
material respect on and as of the Time of Delivery with the same effect
as if made at the Time of Delivery;

(o) Goldman Sachs Mortgage Company ("GSMC") shall have
furnished to the Representative a certificate signed by one or more of
its officers satisfactory to the Representative, dated the Time of
Delivery, to the effect that the representations and warranties made by
GSMC to the Seller in the applicable Mortgage Loan Purchase Agreement
are true and correct in all material respects on and as of the Time of
Delivery with the same effect as if made at the Time of Delivery;

(p) Any additional conditions specified in the related Pricing
Agreement; and

(q) All opinions (including reliance letters addressed to and
delivered to the rating agencies), certificates and other documents
incident to, and all proceedings in connection with the transactions
contemplated by, this Agreement, the Pricing Agreement and the related
Pooling and Servicing Agreement shall be satisfactory in form and
substance to the Representative and its special counsel. The
Representative and its special counsel shall have received copies of all
documents and other information as they may reasonably request, in form
and substance satisfactory to the Representative and its special
counsel, with respect to such transactions and the taking of all
proceedings in connection therewith.

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<PAGE> 14
With respect to any issue of Designated Securities, for purposes of subsections
(b), (c), (d), (g), (k), (1) and (o) of this Section, the terms "Trustee" and
"Pooling and Servicing Agreement" shall be deemed to refer to the Pooling and
Servicing Agreement specified in the Pricing Agreement with respect to such
Designated Securities. All opinions of counsel contemplated by this Section
shall be addressed to the Underwriters. All closing items delivered to the
Representative shall be delivered in sufficient quantity for all of the
Underwriters.

8. (a) Each of the Seller and AMRESCO will jointly and
severally indemnify and hold harmless each Underwriter against any
losses, claims, damages or liabilities, joint or several, to which such
Underwriter may become subject, under the Act or otherwise, insofar as
such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon an untrue statement or alleged
untrue statement of a material fact contained in any Preliminary
Prospectus, any preliminary prospectus supplement, the Registration
Statement, the Prospectus as amended or supplemented or any other
prospectus relating to the Designated Securities, or 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 not misleading, and
will reimburse each Underwriter for any legal or other expenses
reasonably incurred by such Underwriter in connection with investigating
or defending any such action or claim; provided, however, that the
Seller and AMRESCO shall not be liable in any such case to the extent
that any such loss, claim, damage or liability arises out of or is based
upon an untrue statement or alleged untrue statement or omission or
alleged omission made in any such document in reliance upon and in
conformity with written information furnished to the Seller by any
Underwriter of Designated Securities through the Representative
expressly for use in the Prospectus Supplement.

(b) Each Underwriter will indemnify and hold harmless the
Seller and AMRESCO against any losses, claims, damages or liabilities to
which the Seller and AMRESCO may become subject, under the Act or
otherwise, insofar as such losses, claims, damages or liabilities (or
actions in respect thereof) arise out of or are based upon an untrue
statement or alleged untrue statement of a material fact contained in
any Preliminary Prospectus, any preliminary prospectus supplement, the
Registration Statement, the Prospectus as amended or supplemented or any
other prospectus relating to the Designated Securities or 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 not misleading, in
each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission
was made in any such document in reliance upon and in conformity with
written information furnished to the Seller by such Underwriter through
the Representative expressly for use therein.

(c) Promptly after receipt by an indemnified party under
subsection (a) or (b) above of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be
made against the indemnifying party under such subsection, notify the
indemnifying party in writing of the commencement thereof; but the
omission so to notify the indemnifying party shall not relieve it from
any liability which it may have to any

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<PAGE> 15
indemnified party otherwise than under such subsection. In case any
such action shall be brought against any indemnified party and it shall
notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate therein and, to the
extent that it shall wish, jointly with any other indemnifying party
similarly notified, to assume the defense thereof, with counsel
satisfactory to such indemnified party; provided, however, that if the
defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably
concluded that there may be legal defenses available to it and/or other
indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties
shall have the right to select separate counsel to assert such legal
defenses and to otherwise participate in the defense of such action on
behalf of such indemnified party or parties. Upon receipt of notice
from the indemnifying party to such indemnified party of the
indemnifying party's election so to assume the defense of such action
and approval by the indemnified party of counsel, the indemnifying party
will not be liable to such indemnified party under such subsection for
any legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof unless (i) the indemnified
party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next
preceding sentence, (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the
indemnified party within a reasonable time after notice of commencement
of the action or (iii) the indemnifying party has authorized the
employment of counsel for the indemnified party at the expense of the
indemnifying party.

(d) If the indemnification provided for in this Section 8 is
unavailable to or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above in respect of any losses, claims,
damages or liabilities (or actions in respect thereof) referred to
therein, then each indemnifying party shall contribute to the amount
paid or payable by such indemnified party as a result of such losses,
claims, damages or liabilities (or actions in respect thereof) in such
proportion as is appropriate to reflect the relative benefits received
by the Seller of the Designated Securities on the one hand and the
Underwriters of the Designated Securities on the other from the offering
of the Designated Securities to which such loss, claim, damage or
liability (or actions in respect thereof) relates. If, however, the
allocation provided by the immediately preceding sentence is not
permitted by applicable law or if the indemnified party failed to give
the notice required under subsection (c) above, then each indemnifying
party shall contribute to such amount paid or payable by such
indemnified party in such proportion as it is appropriate to reflect not
only such relative benefits but also the relative fault of the Seller of
the Designated Securities on the one hand and the Underwriters of such
Designated Securities on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or liabilities
(or actions in respect thereof), as well as any other relevant equitable
considerations. The relative benefits received by the Seller of the
Designated Securities on the one hand and such Underwriters on the other
shall be deemed to be in the same proportion as the total net proceeds
from such offering (before deducting expenses) received by the Seller
bear to the total underwriting discounts and commissions received by
such Underwriters. 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

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<PAGE> 16
to information supplied by the Seller on the one hand or such
Underwriters on the other and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
statement or omission. The Seller, AMRESCO and the Underwriters agree
that it would not be just and equitable if contribution pursuant to this
subsection (d) were determined by pro rata allocation (even if the
Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this subsection (d). The amount
paid or payable by an indemnified party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred
to above in this subsection (d) shall be deemed to include any legal or
other expenses reasonably incurred by such indemnified party in
connection with investigating or defending any such action or claim.
Notwithstanding the provisions of this subsection (d), no Underwriter
shall be required to contribute any amount in excess of the amount by
which the total underwriting discounts and commissions received by such
Underwriter for the Designated Securities underwritten by it and
distributed to the public exceeds the amount of any damages which such
Underwriter has otherwise been required 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 Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. The obligations of
the Underwriters of Designated Securities in this subsection (d) to
contribute are several in proportion to their respective underwriting
obligations and not joint.

(e) The obligations of the Seller and AMRESCO under this
Section 8 shall be in addition to any liability which the Seller and
AMRESCO may otherwise have and shall extend, upon the same terms and
conditions, to each person, if any, who controls any Underwriter within
the meaning of the Act. The obligations of each Underwriter under this
Section 8 shall be in addition to any liability which each Underwriter
may otherwise have and shall extend, upon the same terms and conditions,
to each person, if any, who controls the Seller and AMRESCO within the
meaning of the Act.

9. (a) If any Underwriter shall default in its obligation
to purchase such of the Designated Securities as it has agreed to
purchase under the Pricing Agreement relating to such Designated
Securities, the Representative may in its discretion arrange for the
Representative or another or other parties to purchase such Designated
Securities on terms contained herein. If within thirty-six hours after
such default by any Underwriter the Representative does not arrange for
the purchase of such Designated Securities, then the Seller shall be
entitled to a further period of thirty-six hours within which to procure
another party or other parties satisfactory to the Representative to
purchase such Designated Securities on such terms. In the event that,
within the respective prescribed period, the Representative notifies the
Seller that it has so arranged for the purchase of such Designated
Securities, or the Seller notifies the Representative that it has so
arranged for the purchase of such Designated Securities, the
Representative or the Seller shall have the right to postpone the Time
of Delivery for such Designated Securities for a period of not more than
seven days, in order to effect whatever changes may be necessary in the
Registration Statement or the Prospectus as amended or supplemented, or
in any other documents or arrangements, and the Seller agrees to file
promptly any amendments or supplements to the

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<PAGE> 17
Registration Statement or the Prospectus which in the opinion of the
Representative may thereby be made necessary. The term "Underwriter" as
used in this Agreement shall include any person substituted under this
Section with like effect as if such person had originally been a party
to the Pricing Agreement with respect to such Designated Securities.

(b) If, after giving effect to any arrangements made by the
Representative and the Seller for the purchase, of the Designated
Securities of a defaulting Underwriter or Underwriters as provided in
subsection (a) above, the aggregate principal amount of the Designated
Securities which remains unpurchased does not exceed one-eleventh of the
aggregate principal amount of the Designated Securities, then the Seller
shall have the right to require each non-defaulting Underwriter to
purchase the principal amount of the Designated Securities which such
Underwriter agreed to purchase under the Pricing Agreement relating to
the Designated Securities and, in addition, to require each non-
defaulting Underwriter to purchase its pro rata share (based on the
principal amount of the Designated Securities which such Underwriter
agreed to purchase under such Pricing Agreement) of the Designated
Securities of such defaulting Underwriter or Underwriters for which such
arrangements have not been made, but nothing herein shall relieve a
defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements made by the
Representative and the Seller for the purchase of the Designated
Securities of a defaulting Underwriter or Underwriters as provided in
subsection (a) above, the aggregate principal amount of the Designated
Securities which remains unpurchased exceeds one-eleventh of the
aggregate principal amount of the Designated Securities, as referred to
in subsection (b) above, or if the Seller shall not exercise the right
described in subsection (b) above to require non-defaulting Underwriters
to purchase the Designated Securities of a defaulting Underwriter or
Underwriters, then the related Pricing Agreement shall thereupon
terminate, without liability on the part of any non-defaulting
Underwriter or the Seller, except for the expenses to be borne by the
Seller and the Underwriters as provided in Section 6 hereof and the
indemnity and contribution agreements in Section 8 hereof, but nothing
herein shall relieve a defaulting Underwriter from liability for its
default.

10. The respective indemnities, agreements, representations,
warranties and other statements of the Seller and the several Underwriters, as
set forth in this Agreement and/or any Pricing Agreement or made by or on
behalf of any of them, respectively, pursuant to this Agreement and/or any
Pricing Agreement, shall remain in full force and effect, regardless of any
investigation (or any statement as to the results thereof) made in connection
with the issuance of Designated Securities by or on behalf of any Underwriter
or any controlling person of any Underwriter, or the Seller, or any officer or
director or controlling person of the Seller and shall survive delivery of and
payment for the Designated Securities.

11. If any Pricing Agreement shall be terminated pursuant to
Section 9 hereof, or if for any reason Designated Securities are not delivered
by, or on behalf of, the Trustee as provided herein, the Seller shall not be
under any liability hereunder to any Underwriter with respect to the Designated
Securities covered by such Pricing Agreement except as provided in Section 6
and Section 8 hereof with respect to a non-defaulting Underwriter.

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<PAGE> 18
12. In all dealings hereunder, the Representative of the
Underwriters of Designated Securities shall act on behalf of each of such
Underwriters, and the parties hereto shall be entitled to act and rely upon any
statement, request, notice or agreement on behalf of any Underwriter made or
given by such Representative.

All statements, requests, notices and agreements hereunder shall
be in writing or by telegram if promptly confirmed in writing, and shall be
sufficient in all respects, if delivered or sent by registered mail, if to the
Underwriters, to the address of the representative set forth above; if to the
Seller, to the address of the Seller set forth in the Registration Statement,
Attention: President; if to the Trustee, to the address of the Trustee set
forth in the related Pooling and Servicing Agreement, with a copy to the
Seller.

13. This Agreement and each Pricing Agreement shall be binding
upon, and inure solely to the benefit of, the Underwriters of the related
Designated Securities, the Seller, AMRESCO and, to the extent provided in
Section 8 and Section 10 hereof, the officers and directors of the Seller,
AMRESCO and each person who controls the Seller, AMRESCO or any Underwriter,
and their respective heirs, executors, administrators, successors and assigns,
and no other person shall acquire or have any right under or by virtue of this
Agreement or any such Pricing Agreement. No purchaser of any of the Securities
from any Underwriter shall be deemed a successor or assign merely by reason of
such purchase and no such purchaser shall be deemed a third party beneficiary
of this Agreement.

14. Time shall be of the essence of each Pricing Agreement.

15. THIS AGREEMENT AND EACH PRICING AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

16. This Agreement and each Pricing Agreement may be executed
by any one or more of the parties hereto and thereto in any number of
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.

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<PAGE> 19

If the foregoing is in accordance with your understanding of our
agreement, lease sign and return to the undersigned two counterparts hereof,
whereupon this letter and our acceptance shall represent a binding agreement
between the Seller and each of the several underwriters.

Very truly yours,

AMRESCO COMMERCIAL MORTGAGE FUNDING I
CORPORATION

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

AMRESCO CAPITAL CORPORATION

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

Accepted as of the date hereof:

- ----------------------------
Goldman, Sachs & Co.
as the Representative

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<PAGE> 20
ANNEX A

AMRESCO Commercial Mortgage Funding I Corporation

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
SERIES 1997-C1

Pricing Agreement
(to Underwriting Agreement dated June 30, 1997 between
AMRESCO Commercial Mortgage Funding I Corporation, AMRESCO, Inc. and Goldman,
Sachs & Co.,
as the Representative)

Goldman, Sachs & Co.,
85 Broad Street
New York, New York 10004

June 30, 1997

Ladies and Gentlemen:

This letter, when countersigned by you, will confirm that
Goldman, Sachs & Co. (the "Underwriter") has agreed, subject to the terms and
provisions herein and of the captioned Underwriting Agreement (the
"Underwriting Agreement"), to purchase from the undersigned such Classes of the
captioned Series 1997-C1 Certificates (the "Certificates") as are specified in
Section 2(a) hereof to (the "Designated Securities"). Each of the provisions
of the Underwriting Agreement is incorporated herein by reference in its
entirety, and shall be deemed to be a part of this Agreement to the same extent
as if such provisions had been set forth in full herein; and each of the
representations and warranties set forth therein shall be deemed to have been
made at and as of the date of this Agreement. This letter supplements and
modifies the Underwriting Agreement solely as it relates to the purchase and
sale of the Designated Securities described below. Capitalized terms used and
not defined herein have the meanings given them in the Underwriting Agreement.

Section 1. The Mortgage Pool: The Certificates shall evidence
the entire beneficial ownership interest in a mortgage pool (the "Mortgage
Pool") of commercial mortgage loans (the "Mortgage Loans") originated by the
originators specified in the Prospectus Supplement having the following
characteristics as of June 1, 1997 (the "Cut-off Date"):

(a) Aggregate Principal Amount of the Mortgage Pool:
$480,085,034 aggregate principal balance as of the Cut-off Date, subject
to an upward or downward variance of up to 5 %, the precise aggregate
principal balance to be determined by the Seller.

(b) The Mortgage Loans shall have such other characteristics
as described in the Prospectus Supplement.

- 1 -
<PAGE> 21
Section 2. The Designated Securities: The Designated
Securities shall be issued as follows:

(a) Classes: The Designated Securities shall be issued with the
following Class designations, pass-through rates and initial principal balances
(each, an "Initial Certificate Principal Amount"), subject in the aggregate to
the variance referred to in Section l (a) and, as to any particular Class, to
an upward or downward variance of up to 5%:

<TABLE>
<CAPTION>
Class Initial Certificate
Principal Pass-Through Class Purchase Price
Amount Rate Percentage
--------------------- ------------------------------ ---------------------- ---------------------------
<S> <C> <C> <C>
Class A1 $147,300,000 6.73% 99.52%

Class A2 $40,000,000 7.18% 100.98%

Class A3 $141,558,000 7.19% 100.95%

Class B $ 24,004,000 7.24% (1) 101.02%

Class C $ 12,002,000 7.27% (1) 100.95%

Class D $21,604,000 7.32% (1) 100.95%

Class E $26,405,000 7.44% (1) 100.97%

Class F $ 9,601,000 7.64% (1) 100.52%
</TABLE>

(1) Subject to a cap equal to the weighted average of the Remittance Rates
in effect from time to time on the Mortgage Loans.

(a) Interests in the Designated Securities shall be held by
investors through the book-entry facilities of the Depository Trust
Company or in definitive form, as provided in the Prospectus Supplement.

(b) The Designated Securities shall have such other
characteristics as described in the Prospectus Supplement.

Section 3. Purchase Price: The purchase price for each Class
of the Designated Securities shall be the Class Purchase Price Percentage
therefor (as set forth in Section 2(a) above) of the Initial Certificate
Principal Amount thereof plus accrued interest at a per annum rate equal to the
respective pass-through rate from and including June 9, 1997 up to, but not
including, the Time of Delivery.

Section 4. Delivery of Securities: Delivery of the Designated
Securities shall be made at the offices of Andrews & Kurth, 425 Lexington
Avenue, New York, New York, on July 8, 1997 or at such other place and time and
date as the Representative and the Seller may agree upon in writing, such time
and date being herein called the "Time of Delivery" for the Designated
Securities.

- 2 -
<PAGE> 22
Section 5. Required Ratings: The Designated Securities shall
have received ratings of at least "AAA", "AAA", "AAA", "AA", "A+", "A", "BBB",
and "BBB-" from Standard & Poor's Ratings Group and "AAA", "AAA", "AAA", "AA+",
"AA", "A", "BBB" and "BBB-" from Fitch Investors Service, L.P.

Section 6. Tax Treatment: Three separate "real estate
mortgage investment conduit" (REMIC) elections will be made with respect to the
Trust Fund for U.S. federal income tax purposes.

Section 7. Additional Closing Conditions:

(i) Counsel for the Seller shall have furnished to the
Underwriter their written tax opinion satisfactory in form and substance to the
Representative and its Special Counsel; and

(ii) The conditions set forth in Section 7 of the Certificate
Purchase Agreement shall have been satisfied.

Section 8. Related Agreements:

(i) The Mortgage Loan Purchase Agreement dated June 30, 1997
between the Seller and AMRESCO CAPITAL CORPORATION;

(ii) The Mortgage Loan Purchase Agreement dated June 30, 1997
between the Seller and Goldman Sachs Mortgage Company, L.P.; and

(iii) The Guaranty dated as of July 2, 1997 from AMRESCO INC. in
favor of the Underwriter.

- 3 -
<PAGE> 23

If the foregoing is in accordance with your understanding of our
agreement, please sign and return to the undersigned a counterpart hereof,
whereupon this letter and your acceptance shall represent a binding agreement
between the Underwriters and the Seller.

Very truly yours,

AMRESCO COMMERCIAL MORTGAGE FUNDING I
CORPORATION

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

AMRESCO CAPITAL CORPORATION

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

Accepted as of the date hereof:

- ----------------------------
Goldman, Sachs & Co.

- 4 -

<PAGE> 1
================================================================================

AMRESCO COMMERCIAL MORTGAGE FUNDING I CORPORATION,
Depositor

AMRESCO SERVICES, A DIVISION OF AMRESCO MANAGEMENT, INC.,
Master 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 June 1, 1997

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

MORTGAGE PASS-THROUGH CERTIFICATES

SERIES 1997-C1

================================================================================
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
ARTICLE I - DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 1.01 Defined Terms . . . . . . . . . . . . . . . . . . . . . 4
Accountant's Statement . . . . . . . . . . . . . . . . . . . . 4
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Actual/360 Mortgage Loans . . . . . . . . . . . . . . . . . . 4
Adjusted Collateral Value . . . . . . . . . . . . . . . . . . 4
Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Advance Interest Amount . . . . . . . . . . . . . . . . . . . 4
Advance Rate . . . . . . . . . . . . . . . . . . . . . . . . . 4
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Affiliated Person . . . . . . . . . . . . . . . . . . . . . . 5
Agent Member . . . . . . . . . . . . . . . . . . . . . . . . . 5
Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Allocated Loan Amount . . . . . . . . . . . . . . . . . . . . 5
Annual Compliance Report . . . . . . . . . . . . . . . . . . . 5
Anticipated Repayment Date . . . . . . . . . . . . . . . . . . 5
Asset Status Report . . . . . . . . . . . . . . . . . . . . . 5
Assignment of Leases and Rents . . . . . . . . . . . . . . . . 5
Assignment of Mortgage . . . . . . . . . . . . . . . . . . . . 5
Assumed Maturity Date . . . . . . . . . . . . . . . . . . . . 6
Assumed Monthly Payment . . . . . . . . . . . . . . . . . . . 6
Assumption Fees . . . . . . . . . . . . . . . . . . . . . . . 6
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . 6
Available Distribution Amount . . . . . . . . . . . . . . . . 6
Balloon Mortgage Loan . . . . . . . . . . . . . . . . . . . . 6
Balloon Payment . . . . . . . . . . . . . . . . . . . . . . . 6
Base Interest Fraction . . . . . . . . . . . . . . . . . . . . 6
Beneficial Owner . . . . . . . . . . . . . . . . . . . . . . . 7
Book-Entry Certificate . . . . . . . . . . . . . . . . . . . . 7
Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . 7
Cash Collateral Account . . . . . . . . . . . . . . . . . . . 7
Cash Collateral Account Agreement . . . . . . . . . . . . . . 7
Certificate . . . . . . . . . . . . . . . . . . . . . . . . . 7
Certificate Account . . . . . . . . . . . . . . . . . . . . . 7
Certificate Register . . . . . . . . . . . . . . . . . . . . . 8
Certificate Registrar . . . . . . . . . . . . . . . . . . . . 8
Certificateholder . . . . . . . . . . . . . . . . . . . . . . 8
Class . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Class A1 Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class A2 Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class A3 Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class B Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class Balance . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

-i-
<PAGE> 3
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Class C Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class D Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class E Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class F Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class G Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class H Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class J Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class K Certificate . . . . . . . . . . . . . . . . . . . . . 9
Class L Certificate . . . . . . . . . . . . . . . . . . . . . 10
Class R-I Certificate . . . . . . . . . . . . . . . . . . . . 10
Class R-II Certificate . . . . . . . . . . . . . . . . . . . . 10
Class R-III Certificate . . . . . . . . . . . . . . . . . . . 10
Class X Certificate . . . . . . . . . . . . . . . . . . . . . 10
Class X Component . . . . . . . . . . . . . . . . . . . . . . 10
Class X-A-1 Component . . . . . . . . . . . . . . . . . . . . 10
Class X-A-2 Component . . . . . . . . . . . . . . . . . . . . 10
Class X-A-3 Component . . . . . . . . . . . . . . . . . . . . 10
Class X-B Component . . . . . . . . . . . . . . . . . . . . . 10
Class X-C Component . . . . . . . . . . . . . . . . . . . . . 10
Class X-D Component . . . . . . . . . . . . . . . . . . . . . 10
Class X-E Component . . . . . . . . . . . . . . . . . . . . . 10
Class X-F Component . . . . . . . . . . . . . . . . . . . . . 11
Class X-G Component . . . . . . . . . . . . . . . . . . . . . 11
Class X-H Component . . . . . . . . . . . . . . . . . . . . . 11
Class X-J Component . . . . . . . . . . . . . . . . . . . . . 11
Class X-K Component . . . . . . . . . . . . . . . . . . . . . 11
Class X-L Component . . . . . . . . . . . . . . . . . . . . . 11
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . 11
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Collateral Value Adjustment . . . . . . . . . . . . . . . . . 11
Collateral Value Adjustment Event . . . . . . . . . . . . . . 11
Collection Account . . . . . . . . . . . . . . . . . . . . . . 12
Collection Period . . . . . . . . . . . . . . . . . . . . . . 12
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Component Strip Rate . . . . . . . . . . . . . . . . . . . . . 12
Controlling Class Representative . . . . . . . . . . . . . . . 12
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . 12
Corresponding Certificate . . . . . . . . . . . . . . . . . . 13
Corresponding REMIC I Regular Interest . . . . . . . . . . . . 13
Corresponding REMIC II Regular Interest . . . . . . . . . . . 13
Custodial Agreement . . . . . . . . . . . . . . . . . . . . . 13
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Cut-off Date . . . . . . . . . . . . . . . . . . . . . . . . . 13
</TABLE>

-ii-
<PAGE> 4
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Default Interest . . . . . . . . . . . . . . . . . . . . . . . 13
Default Rate . . . . . . . . . . . . . . . . . . . . . . . . . 13
Defaulted Mortgage Loan . . . . . . . . . . . . . . . . . . . 13
Defect . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Deficient Valuation . . . . . . . . . . . . . . . . . . . . . 14
Definitive Certificate . . . . . . . . . . . . . . . . . . . . 14
Delinquency . . . . . . . . . . . . . . . . . . . . . . . . . 14
Depositor . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Depository . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Depository Participant . . . . . . . . . . . . . . . . . . . . 14
Determination Date . . . . . . . . . . . . . . . . . . . . . . 14
Directly Operate . . . . . . . . . . . . . . . . . . . . . . . 14
Discount Rate . . . . . . . . . . . . . . . . . . . . . . . . 14
Disqualified Non-U.S. Person . . . . . . . . . . . . . . . . . 15
Disqualified Organization . . . . . . . . . . . . . . . . . . 15
Distribution Date . . . . . . . . . . . . . . . . . . . . . . 15
Due Date . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Early Termination Notice Date . . . . . . . . . . . . . . . . 15
Eligible Account . . . . . . . . . . . . . . . . . . . . . . . 15
Eligible Investor . . . . . . . . . . . . . . . . . . . . . . 16
Environmental Report . . . . . . . . . . . . . . . . . . . . . 16
ERISA . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Escrow Account . . . . . . . . . . . . . . . . . . . . . . . . 16
Escrow Payment . . . . . . . . . . . . . . . . . . . . . . . . 16
Event of Default . . . . . . . . . . . . . . . . . . . . . . . 16
Excess Interest . . . . . . . . . . . . . . . . . . . . . . . 16
Excess Rate . . . . . . . . . . . . . . . . . . . . . . . . . 16
Exchange Act . . . . . . . . . . . . . . . . . . . . . . . . . 16
Exchange Act Report . . . . . . . . . . . . . . . . . . . . . 16
FDIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
FHA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
FHLMC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Final Recovery Determination . . . . . . . . . . . . . . . . . 17
Fiscal Agent . . . . . . . . . . . . . . . . . . . . . . . . . 17
Fitch . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
FNMA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Global Certificates . . . . . . . . . . . . . . . . . . . . . 17
Hazardous Materials . . . . . . . . . . . . . . . . . . . . . 17
Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Indemnified Party . . . . . . . . . . . . . . . . . . . . . . 17
Independent . . . . . . . . . . . . . . . . . . . . . . . . . 17
Independent Contractor . . . . . . . . . . . . . . . . . . . . 18
</TABLE>

-iii-
<PAGE> 5
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Institutional Accredited Investor . . . . . . . . . . . . . . 18
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . 18
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Interest Accrual Amount . . . . . . . . . . . . . . . . . . . 18
Interest Accrual Period . . . . . . . . . . . . . . . . . . . 19
Interest Distribution Amount . . . . . . . . . . . . . . . . . 19
Interested Person . . . . . . . . . . . . . . . . . . . . . . 19
Investment Account . . . . . . . . . . . . . . . . . . . . . . 19
IRS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Liquidation Event . . . . . . . . . . . . . . . . . . . . . . 19
Liquidation Expenses . . . . . . . . . . . . . . . . . . . . . 19
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . 19
Loan Agreement . . . . . . . . . . . . . . . . . . . . . . . . 20
Loan Documents . . . . . . . . . . . . . . . . . . . . . . . . 20
Loan Number . . . . . . . . . . . . . . . . . . . . . . . . . 20
Lock-Box Account . . . . . . . . . . . . . . . . . . . . . . . 20
Lock-Box Agreement . . . . . . . . . . . . . . . . . . . . . . 20
Lock-out Date . . . . . . . . . . . . . . . . . . . . . . . . 20
Lock-out Period . . . . . . . . . . . . . . . . . . . . . . . 20
Loss Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . 20
MAI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Management Agreement . . . . . . . . . . . . . . . . . . . . . 20
Manager . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Master Servicer . . . . . . . . . . . . . . . . . . . . . . . 21
Master Servicer Event of Default . . . . . . . . . . . . . . . 21
Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . 21
Monitoring Certificateholders . . . . . . . . . . . . . . . . 21
Monitoring Class . . . . . . . . . . . . . . . . . . . . . . . 21
Monthly Distribution Statement . . . . . . . . . . . . . . . . 21
Monthly Payment . . . . . . . . . . . . . . . . . . . . . . . 21
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Mortgage Interest Rate . . . . . . . . . . . . . . . . . . . . 21
Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . . 21
Mortgage Loan File . . . . . . . . . . . . . . . . . . . . . . 21
Mortgage Loan Purchase Agreement . . . . . . . . . . . . . . . 22
Mortgage Loan Schedule . . . . . . . . . . . . . . . . . . . . 22
Mortgage Note . . . . . . . . . . . . . . . . . . . . . . . . 22
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . . 22
Mortgagor . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Mortgagor Account . . . . . . . . . . . . . . . . . . . . . . 23
Most Subordinate Class of Certificates . . . . . . . . . . . . 23
Net Insurance Proceeds . . . . . . . . . . . . . . . . . . . . 23
Net Liquidation Proceeds . . . . . . . . . . . . . . . . . . . 23
</TABLE>

-iv-
<PAGE> 6
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Net Prepayment Premium . . . . . . . . . . . . . . . . . . . . 23
Net REO Proceeds . . . . . . . . . . . . . . . . . . . . . . . 23
Net Yield Maintenance Charge . . . . . . . . . . . . . . . . . 23
New Lease . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Nonrecoverable Advance . . . . . . . . . . . . . . . . . . . . 23
Nonrecoverable Advance Certificate . . . . . . . . . . . . . . 24
Non-U.S. Person . . . . . . . . . . . . . . . . . . . . . . . 24
Notional Amount . . . . . . . . . . . . . . . . . . . . . . . 24
Offered Certificates . . . . . . . . . . . . . . . . . . . . . 24
Officers' Certificate . . . . . . . . . . . . . . . . . . . . 24
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . 24
Original Class Balance . . . . . . . . . . . . . . . . . . . . 25
Original Purchase Agreement . . . . . . . . . . . . . . . . . 25
Originator . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Ordway Loan . . . . . . . . . . . . . . . . . . . . . . . . . 25
Ownership Interest . . . . . . . . . . . . . . . . . . . . . . 25
P&I Advance . . . . . . . . . . . . . . . . . . . . . . . . . 25
Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . . 25
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . 25
Percentage Interest . . . . . . . . . . . . . . . . . . . . . 25
Permitted Investments . . . . . . . . . . . . . . . . . . . . 26
Permitted Transferee . . . . . . . . . . . . . . . . . . . . . 27
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Plan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Prepayment Assumption . . . . . . . . . . . . . . . . . . . . 28
Prepayment Interest Excess . . . . . . . . . . . . . . . . . . 28
Prepayment Interest Shortfall . . . . . . . . . . . . . . . . 28
Prepayment Period . . . . . . . . . . . . . . . . . . . . . . 28
Prepayment Premium . . . . . . . . . . . . . . . . . . . . . . 28
Principal Distribution Amount . . . . . . . . . . . . . . . . 28
Principal Prepayment . . . . . . . . . . . . . . . . . . . . . 29
Principal Recovery Fee . . . . . . . . . . . . . . . . . . . . 29
Principal Recovery Fee Rate . . . . . . . . . . . . . . . . . 29
Property Advance . . . . . . . . . . . . . . . . . . . . . . . 29
Property Protection Expenses . . . . . . . . . . . . . . . . . 29
Qualified Institutional Buyer . . . . . . . . . . . . . . . . 29
Qualified Insurer . . . . . . . . . . . . . . . . . . . . . . 30
Qualified Mortgage . . . . . . . . . . . . . . . . . . . . . . 30
Rated Final Distribution Date . . . . . . . . . . . . . . . . 30
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . . 30
Real Property . . . . . . . . . . . . . . . . . . . . . . . . 30
Realized Loss . . . . . . . . . . . . . . . . . . . . . . . . 31
Reassignment of Assignment of Leases and Rents . . . . . . . . 31
</TABLE>

-v-
<PAGE> 7
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . 31
Regular Servicing Period . . . . . . . . . . . . . . . . . . . 31
Regulation D . . . . . . . . . . . . . . . . . . . . . . . . . 31
REMIC . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
REMIC I . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
REMIC I Interests . . . . . . . . . . . . . . . . . . . . . . 32
REMIC I Regular Interests . . . . . . . . . . . . . . . . . . 32
REMIC II . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
REMIC II Interests . . . . . . . . . . . . . . . . . . . . . . 32
REMIC II Regular Interest A-1 . . . . . . . . . . . . . . . . 32
REMIC II Regular Interest A-2 . . . . . . . . . . . . . . . . 32
REMIC II Regular Interest A-3 . . . . . . . . . . . . . . . . 32
REMIC II Regular Interest B . . . . . . . . . . . . . . . . . 32
REMIC II Regular Interest C . . . . . . . . . . . . . . . . . 32
REMIC II Regular Interest D . . . . . . . . . . . . . . . . . 32
REMIC II Regular Interest E . . . . . . . . . . . . . . . . . 33
REMIC II Regular Interest F . . . . . . . . . . . . . . . . . 33
REMIC II Regular Interest G . . . . . . . . . . . . . . . . . 33
REMIC II Regular Interest H . . . . . . . . . . . . . . . . . 33
REMIC II Regular Interest J . . . . . . . . . . . . . . . . . 33
REMIC II Regular Interest K . . . . . . . . . . . . . . . . . 33
REMIC II Regular Interest L . . . . . . . . . . . . . . . . . 33
REMIC II Regular Interests . . . . . . . . . . . . . . . . . . 33
REMIC III . . . . . . . . . . . . . . . . . . . . . . . . . . 33
REMIC III Certificates . . . . . . . . . . . . . . . . . . . . 33
REMIC Provisions . . . . . . . . . . . . . . . . . . . . . . . 34
Remittance Date . . . . . . . . . . . . . . . . . . . . . . . 34
Remittance Rate . . . . . . . . . . . . . . . . . . . . . . . 34
Rents from Real Property . . . . . . . . . . . . . . . . . . . 34
REO Account . . . . . . . . . . . . . . . . . . . . . . . . . 34
REO Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . 35
REO Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . 35
REO Property . . . . . . . . . . . . . . . . . . . . . . . . . 35
Repurchase Price . . . . . . . . . . . . . . . . . . . . . . . 35
Request for Release . . . . . . . . . . . . . . . . . . . . . 35
Reserve Accounts . . . . . . . . . . . . . . . . . . . . . . . 35
Residual Certificate . . . . . . . . . . . . . . . . . . . . . 36
Responsible Officer . . . . . . . . . . . . . . . . . . . . . 36
Retained Interest . . . . . . . . . . . . . . . . . . . . . . 36
Revised Rate . . . . . . . . . . . . . . . . . . . . . . . . . 36
Rule 144A . . . . . . . . . . . . . . . . . . . . . . . . . . 36
S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Scheduled Principal Balance . . . . . . . . . . . . . . . . . 36
</TABLE>

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<PAGE> 8
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Securities Legend . . . . . . . . . . . . . . . . . . . . . . 36
Security Agreement . . . . . . . . . . . . . . . . . . . . . . 37
Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Servicer Prepayment Interest Shortfall . . . . . . . . . . . . 37
Servicer Remittance Report . . . . . . . . . . . . . . . . . . 37
Servicing Compensation . . . . . . . . . . . . . . . . . . . . 37
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . 37
Servicing Fee Rate . . . . . . . . . . . . . . . . . . . . . . 37
Servicing Officer . . . . . . . . . . . . . . . . . . . . . . 37
Servicing Standard . . . . . . . . . . . . . . . . . . . . . . 38
Servicing Transfer Date . . . . . . . . . . . . . . . . . . . 38
Servicing Transfer Event . . . . . . . . . . . . . . . . . . . 38
SouthTrust . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SouthTrust Loans . . . . . . . . . . . . . . . . . . . . . . . 39
SouthTrust Prepayment Premium . . . . . . . . . . . . . . . . 39
SouthTrust Subservicing Agreement . . . . . . . . . . . . . . 39
SouthTrust Yield Maintenance Charge . . . . . . . . . . . . . 39
Special Event Report . . . . . . . . . . . . . . . . . . . . . 39
Special Servicer . . . . . . . . . . . . . . . . . . . . . . . 39
Special Servicer Event of Default . . . . . . . . . . . . . . 39
Special Servicing Compensation . . . . . . . . . . . . . . . . 39
Special Servicing Fee . . . . . . . . . . . . . . . . . . . . 40
Special Servicing Fee Rate . . . . . . . . . . . . . . . . . . 40
Special Servicing Period . . . . . . . . . . . . . . . . . . . 40
Special Servicing Standard . . . . . . . . . . . . . . . . . . 40
Specially Serviced Mortgage Loan . . . . . . . . . . . . . . . 40
Spread Rate . . . . . . . . . . . . . . . . . . . . . . . . . 41
Startup Day . . . . . . . . . . . . . . . . . . . . . . . . . 41
Summary Report . . . . . . . . . . . . . . . . . . . . . . . . 41
Tax Returns . . . . . . . . . . . . . . . . . . . . . . . . . 41
Terminated Party . . . . . . . . . . . . . . . . . . . . . . . 41
Terminating Party . . . . . . . . . . . . . . . . . . . . . . 41
Termination Date . . . . . . . . . . . . . . . . . . . . . . . 41
Transfer . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Trust Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
Trustee Exception Report . . . . . . . . . . . . . . . . . . . 42
Trustee Fee . . . . . . . . . . . . . . . . . . . . . . . . . 42
Trustee Fee Rate . . . . . . . . . . . . . . . . . . . . . . . 42
Underwriter . . . . . . . . . . . . . . . . . . . . . . . . . 42
Unscheduled Payments . . . . . . . . . . . . . . . . . . . . . 42
Updated Appraisal . . . . . . . . . . . . . . . . . . . . . . 42
</TABLE>

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<PAGE> 9
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Voting Rights . . . . . . . . . . . . . . . . . . . . . . . . 42
Weighted Average Remittance Rate . . . . . . . . . . . . . . . 43
Yield Maintenance Charge . . . . . . . . . . . . . . . . . . . 43
SECTION 1.02 Certain Calculations . . . . . . . . . . . . . . . . . 43
SECTION 1.03 Certain Constructions . . . . . . . . . . . . . . . . . 44

ARTICLE II - CONVEYANCE OF MORTGAGE LOANS; ORIGINAL
ISSUANCE OF CERTIFICATES . . . . . . . . . . . . . . . 44
SECTION 2.01 Conveyance of Mortgage Loans . . . . . . . . . . . . . 44
SECTION 2.02 Acceptance by Trustee . . . . . . . . . . . . . . . . . 48
SECTION 2.03 Representations, Warranties and Covenants of the
Depositor; Sellers' Repurchase of Mortgage Loans
for Defects in Mortgage Loan Files and Breaches
of Representations and Warranties . . . . . . . 49
SECTION 2.04 Representations, Warranties and Covenants of the Master
Servicer and Special Servicer . . . . . . . . . 52
SECTION 2.05 Execution and Delivery of Certificates; Issuance of
REMIC I Regular Interests and REMIC II Regular
Interests . . . . . . . . . . . . . . . . . . . 55
SECTION 2.06 Miscellaneous REMIC Provisions . . . . . . . . . . . . 56

ARTICLE III - ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS . . . . . . 56
SECTION 3.01 Master Servicer to Act as Servicer; Administration of
the Mortgage Loans . . . . . . . . . . . . . . . 56
SECTION 3.02 Liability of the Master Servicer . . . . . . . . . . . 59
SECTION 3.03 Collection of Certain Mortgage Loan Payments . . . . . 59
SECTION 3.04 Collection of Taxes, Assessments and Similar Items;
Escrow Accounts . . . . . . . . . . . . . . . . 60
SECTION 3.05 Collection Account and Certificate Account . . . . . . 61
SECTION 3.06 Permitted Withdrawals from the Collection Account . . . 62
SECTION 3.07 Investment of Funds in the Collection Account, the
Certificate
Account, the REO Account, the Lock-Box Accounts,
the Cash Collateral Accounts and the Reserve
Accounts . . . . . . . . . . . . . . . . . . . . 65
SECTION 3.08 Maintenance of Insurance Policies and Errors
and Omissions
and Fidelity Coverage . . . . . . . . . . . . . 66
SECTION 3.09 Enforcement of Due-On-Sale Clauses; Assumption
Agreements . . . . . . . . . . . . . . . . . . . 70
SECTION 3.10 Appraisals; Realization Upon Defaulted Mortgage Loans . 71
SECTION 3.11 Trustee to Cooperate; Release of Mortgage Loan Files . 75
SECTION 3.12 Master Servicing Fees, Trustee Fees and Special
Servicing Compensation . . . . . . . . . . . . . 76
SECTION 3.13 Reports to the Trustee; Collection Account
Statements . . . . . . . . . . . . . . . . . . . 78
SECTION 3.14 Annual Statement as to Compliance . . . . . . . . . . . 79
SECTION 3.15 Annual Independent Public Accountants' Servicing
Report . . . . . . . . . . . . . . . . . . . . . 79
SECTION 3.16 Access to Certain Documentation . . . . . . . . . . . . 80
</TABLE>

-viii-
<PAGE> 10
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SECTION 3.17 Title and Management of REO Properties and
REO Account Properties . . . . . . . . . . . . . 80
SECTION 3.18 Sale of Specially Serviced Mortgage Loans and REO
Properties . . . . . . . . . . . . . . . . . . . 84
SECTION 3.19 Additional Obligations of the Master Servicer and
Special Servicer; Inspections . . . . . . . . . 86
SECTION 3.20 Authenticating Agent . . . . . . . . . . . . . . . . . 86
SECTION 3.21 Appointment of Custodians . . . . . . . . . . . . . . . 87
SECTION 3.22 Reports to the Securities and Exchange Commission;
Available Information . . . . . . . . . . . . . 87
SECTION 3.23 Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts . . . . . . 92
SECTION 3.24 Property Advances . . . . . . . . . . . . . . . . . . . 92
SECTION 3.25 Appointment of Special Servicer . . . . . . . . . . . . 93
SECTION 3.26 Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping . . . . . . . . . . . . 93
SECTION 3.27 Master Servicer to Pay Fees of Rating Agencies . . . . 94
SECTION 3.28 Limitations on and Authorizations of the Master
Servicer and Special Servicer with Respect to
Certain Mortgage Loans . . . . . . . . . . . . . 95
SECTION 3.29 Modification, Waiver, Amendment and Consents . . . . . 96

ARTICLE IV - DISTRIBUTIONS TO CERTIFICATEHOLDERS . . . . . . . . . . . . . 101
SECTION 4.01 Distributions . . . . . . . . . . . . . . . . . . . . 101
SECTION 4.02 Statements to Certificateholders; Available
Information; Information Furnished to
Financial Market Publisher . . . . . . . . . . 104
SECTION 4.03 Compliance with Withholding Requirements . . . . . . 105
SECTION 4.04 REMIC Compliance. . . . . . . . . . . . . . . . . . . 106
SECTION 4.05 Imposition of Tax on the Trust Fund . . . . . . . . . 108
SECTION 4.06 Remittances; P&I Advances . . . . . . . . . . . . . . 109
SECTION 4.07 Allocations of Realized Losses and Collateral Value
Adjustments . . . . . . . . . . . . . . . . . 111
SECTION 4.08 REMIC I . . . . . . . . . . . . . . . . . . . . . . . 112
SECTION 4.09 REMIC II . . . . . . . . . . . . . . . . . . . . . . 112
SECTION 4.10 Prepayment Premiums . . . . . . . . . . . . . . . . . 114

ARTICLE V - THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . 114
SECTION 5.01 The Certificates . . . . . . . . . . . . . . . . . . 114
SECTION 5.02 Registration of Transfer and Exchange of
Certificates . . . . . . . . . . . . . . . . . 116
SECTION 5.03 Mutilated, Destroyed, Lost or Stolen Certificates . . 119
SECTION 5.04 Persons Deemed Owners . . . . . . . . . . . . . . . . 119

ARTICLE VI - THE DEPOSITOR, THE MASTER SERVICER AND
THE SPECIAL SERVICER . . . . . . . . . . . . . . . 119
SECTION 6.01 Liability of the Depositor, the Master Servicer and
the Special Servicer . . . . . . . . . . . . 119
</TABLE>

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<PAGE> 11
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 6.02 Merger or Consolidation of the Master Servicer . . . 119
SECTION 6.03 Limitation on Liability of the Depositor, the Master
Servicer and Others . . . . . . . . . . . . . 120
SECTION 6.04 Limitation on Resignation of the Master Servicer and
the Special Servicer; Termination of the
Master Servicer and the Special Servicer . . . 121
SECTION 6.05 Rights of the Depositor and the Trustee in
Respect of the Master Servicer and the
Special Servicer . . . . . . . . . . . . . . . 122
SECTION 6.06 Master Servicer or Special Servicer as Owner of a
Certificate . . . . . . . . . . . . . . . . . 122

ARTICLE VII - DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
SECTION 7.01 Events of Default . . . . . . . . . . . . . . . . . . 123
SECTION 7.02 Trustee to Act; Appointment of Successor . . . . . . 127
SECTION 7.03 Notification to Certificateholders . . . . . . . . . 128
SECTION 7.04 Other Remedies of Trustee . . . . . . . . . . . . . . 128
SECTION 7.05 Waiver of Past Events of Default; Termination . . . . 129

ARTICLE VIII - CONCERNING THE TRUSTEE . . . . . . . . . . . . . . . . . . . 129
SECTION 8.01 Duties of Trustee . . . . . . . . . . . . . . . . . . 129
SECTION 8.02 Certain Matters Affecting the Trustee . . . . . . . . 131
SECTION 8.03 Trustee and Fiscal Agent Not Liable for
Certificates or Mortgage Loans . . . . . . . . 133
SECTION 8.04 Trustee and Fiscal Agent May Own Certificates . . . . 134
SECTION 8.05 Payment of Trustee's Fees and Expenses;
Indemnification . . . . . . . . . . . . . . . 134
SECTION 8.06 Eligibility Requirements for Trustee . . . . . . . . 136
SECTION 8.07 Resignation and Removal of the Trustee and the
Fiscal Agent . . . . . . . . . . . . . . . . . 136
SECTION 8.08 Successor Trustee and Fiscal Agent . . . . . . . . . 137
SECTION 8.09 Merger or Consolidation of Trustee . . . . . . . . . 138
SECTION 8.10 Appointment of Co-Trustee or Separate Trustee . . . . 138
SECTION 8.11 Fiscal Agent Appointed; Concerning the Fiscal Agent . 140
SECTION 8.12 Monitoring Certificateholders and Controlling
Class Representative . . . . . . . . . . . . . 140
SECTION 8.13 Representations and Warranties of the Trustee and
the Fiscal Agent . . . . . . . . . . . . . . . 141

ARTICLE IX - TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . 143
SECTION 9.01 Termination . . . . . . . . . . . . . . . . . . . . . 143

ARTICLE X - MISCELLANEOUS PROVISIONS . . . . . . . . . . . . . . . . . . . 145
SECTION 10.01 Counterparts . . . . . . . . . . . . . . . . . 145
SECTION 10.02 Limitation on Rights of Certificateholders . . 145
SECTION 10.03 Governing Law . . . . . . . . . . . . . . . . 146
</TABLE>

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<PAGE> 12
TABLE OF CONTENTS
(Continued)
<TABLE>
<CAPTION>
PAGE
----
<S> <C> <C>
SECTION 10.04 Notices . . . . . . . . . . . . . . . . . . . 146
SECTION 10.05 Severability of Provisions . . . . . . . . . . 148
SECTION 10.06 Notice to the Depositor and Each Rating
Agency . . . . . . . . . . . . . . . . 148
SECTION 10.07 Amendment . . . . . . . . . . . . . . . . . . 149
SECTION 10.08 Confirmation of Intent . . . . . . . . . . . . 151
SECTION 10.09 No Intended Third-Party Beneficiaries . . . . 152
</TABLE>

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<PAGE> 13
TABLE OF EXHIBITS

Schedule A SouthTrust Loans and Ordway Loan
Schedule B Servicing Fee Rate

Exhibit A-1 Form of Class A1 Certificate
Exhibit A-2 Form of Class A2 Certificate
Exhibit A-3 Form of Class A3 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 X Certificate
Exhibit A-10 Form of Class G Certificate
Exhibit A-11 Form of Class H Certificate
Exhibit A-12 Form of Class J Certificate
Exhibit A-13 Form of Class K Certificate
Exhibit A-14 Form of Class L Certificate
Exhibit A-15 Form of Class R-I Certificate
Exhibit A-16 Form of Class R-II Certificate
Exhibit A-17 Form of Class R-III Certificate
Exhibit B Mortgage Loan Schedule
Exhibit C Form of Transferor Certificate
Exhibit D Form of Investment Letter - Qualified Institutional Buyer
Exhibit E Form of Investment Letter - Institutional Accredited Investor
Exhibit F-1 Form of Transfer Affidavit
Exhibit F-2 Form of Transferor Certificate
Exhibit G Form of Request for Release
Exhibit H Securities Legend
Exhibit I Mortgage Loan Purchase Agreements
Exhibit J Form of Summary Report
Exhibit K Form of Acknowledgment
Exhibit L SouthTrust Subservicing Agreement
Exhibit M Form of Statement to Certificateholders
Exhibit N Form of Servicer Remittance Report

-xii-
<PAGE> 14
This Pooling and Servicing Agreement, dated and effective as of June 1,
1997, among AMRESCO Commercial Mortgage Funding I Corporation, a Delaware
corporation, as Depositor, AMRESCO Services, a division of AMRESCO Management,
Inc., a Texas corporation, as Master Servicer, Midland Loan Services, L.P., a
Missouri limited partnership, as Special Servicer, LaSalle National Bank, a
national banking association, as Trustee, and ABN AMRO Bank N.V., a Netherlands
banking corporation, as Fiscal Agent.

PRELIMINARY STATEMENT:

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

The Depositor intends to sell mortgage pass-through certificates, to be
issued hereunder in multiple classes, which in the aggregate will evidence the
entire beneficial ownership interest in the Mortgage Loans (as defined below).
The Mortgage Loans will be serviced pursuant to the terms of this Agreement.
The Depositor hereby assigns to the Trustee, acting on behalf of the
Certificateholders, its interests and rights in the Mortgage Loans. On the
Closing Date, the Depositor will acquire (i) the REMIC I Regular Interests and
the Class R-I Certificates as consideration for its transfer to the Trustee of
the Mortgage Loans and the other property constituting the Trust Fund; (ii) the
REMIC II Regular Interests and the Class R-II Certificates as consideration for
its transfer of the REMIC I Interests to the Trustee; and (iii) the REMIC III
Certificates as consideration for its transfer of the REMIC II Regular
Interests to the Trustee. The Depositor has duly authorized the execution and
delivery of this Agreement to provide for the foregoing and the issuance of (a)
the REMIC I Regular Interests and the Class R-I Certificates representing in
the aggregate the entire beneficial ownership of REMIC I, (b) the REMIC II
Regular Interests and the Class R-II Certificates representing in the aggregate
the entire beneficial ownership of REMIC II and (c) the REMIC III Certificates,
representing in the aggregate the entire beneficial ownership of REMIC III.
All covenants and agreements made by the Depositor and the Trustee herein with
respect to the Mortgage Loans and the other property constituting the Trust
Fund are for the benefit of the Holders of the REMIC I Regular Interests, the
REMIC II Regular Interests, and the Certificates. The parties hereto are
entering into this Agreement, and the Trustee is accepting the trusts created
hereby, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged.

The following sets forth the Class designation, Pass-Through Rate, and
Original Class Balance (or Notional Amount) for each Class of REMIC I Regular
Interests and the Class R-I Certificate comprising the interests in REMIC I,
each Class of REMIC II Regular Interests and the Class R-II Certificate
comprising the interests in REMIC II and each Class of REMIC III Certificates
comprising the interests in REMIC III created hereunder:

REMIC I

Each REMIC I Interest (a "Corresponding REMIC I Interest") will relate
to a specific Mortgage Loan. Each Corresponding REMIC I Interest will have a
Pass-Through Rate equal to the Remittance Rate of the related Mortgage Loan as
of the Cut-off Date, and an initial principal balance (the initial "Class
Balance") equal to the Scheduled Principal Balance as of the Cut-off Date of
the Mortgage Loan to which the Corresponding REMIC I Interest relates. The
Class R-I Certificate will
<PAGE> 15
be designated as the sole class of residual interests in REMIC I and will have
no Class Balance and no Pass-Through Rate, but will be entitled to receive the
proceeds of any assets remaining in REMIC I after all classes of REMIC I
Regular Interests have been paid in full.

REMIC II

Each REMIC II Regular Interest has the Pass-Through Rate and Class
Balance set forth in the definition thereof. The Class R-II Certificate will
be designated as the sole class of residual interests in REMIC II and will have
no Class Balance and no Pass-Through Rate, but will be entitled to receive the
proceeds of any assets remaining in REMIC II after all classes of REMIC II
Regular Interests have been paid in full.

REMIC III

The following table sets forth the designation, Pass-Through Rate and
Original Class Balance (or in the case of Class X, Notional Amount) for each
Class of Certificates comprising the interests in the Trust Fund created
hereunder and each Class of REMIC III Certificates comprising the interests in
REMIC III.

<TABLE>
<CAPTION>
Class Original Class
Designation Pass-Through Rate Balance/Notional Amount
- ------------------------------------------------------------------------------------------
<S> <C> <C>
Class A1 6.73% $147,300,000
Class A2 7.18% 40,000,000
Class A3 7.19% 141,558,000
Class B 7.24%(2) 24,004,000
Class C 7.27%(2) 12,002,000
Class D 7.32%(2) 21,604,000
Class E 7.44%(2) 26,405,000
Class F 7.64%(2) 9,601,000
Class X(1) (3) 480,085,034
Class G 7.00% 31,206,000
Class H 7.00% 4,801,000
Class J 7.00% 7,201,000
Class K 7.00% 2,400,000
Class L 7.00% 12,003,034
Class R-I NA NA
Class R-II NA NA
Class R-III NA NA
</TABLE>

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

(1) The Class X Certificates shall consist of the Class X Components, each
of which shall constitute a regular interest in REMIC III.

(2) Subject to a cap equal to the Weighted Average Remittance Rate (as
defined herein).

(3) The Class X Certificates will be entitled on each Distribution Date
to interest based on the Interest Accrual Amount for Class X, as
defined herein.

-2-
<PAGE> 16
As of close of business on the Cut-off Date, the Mortgage Loans had an
aggregate Scheduled Principal Balance equal to $480,085,034.

As provided herein, with respect to the Trust Fund, the Trustee will
make an election for the segregated pool of assets described in Section 2.06
and Section 4.04 hereof (including the Mortgage Loans) to be treated for
federal income tax purposes as a real estate mortgage investment conduit
("REMIC I"). The REMIC I Regular Interests will be designated as the "regular
interests" in REMIC I and the Class R-I Certificates will be designated as the
sole class of "residual interests" in REMIC I.

As provided herein, with respect to the Trust Fund, the Trustee will
make an election for the segregated pool of assets described in Section 2.06
and Section 4.04 hereof consisting of the REMIC I Regular Interests to be
treated for federal income tax purposes as a real estate mortgage investment
conduit ("REMIC II"). The REMIC II Regular Interest will be designated as the
"regular interests" in REMIC II and the Class R-II Certificates will be
designated as the sole class of "residual interests" in REMIC II for purposes
of the REMIC Provisions.

As provided herein, with respect to the Trust Fund, the Trustee will
make an election for the segregated pool of assets described in Section 2.06
and Section 4.04 hereof consisting of the REMIC II Regular Interests to be
treated for federal income tax purposes as a real estate mortgage investment
conduit ("REMIC III"). The Class A, Class B, Class C, Class D, Class E, Class
F, Class G, Class H, Class J, Class K and Class L Certificates and each Class X
Component will be designated as the "regular interests" in REMIC III and the
Class R-III Certificates will be designated as the sole class of "residual
interests" in REMIC III for purposes of the REMIC Provisions.

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

-3-
<PAGE> 17
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.

"Accountant's Statement": As defined in Section 3.15.

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

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

"Adjusted Collateral Value": With respect to any Distribution Date, the
excess of the outstanding principal balance of any Mortgage Loan over the
related Collateral Value Adjustment.

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

"Advance Interest Amount": Interest at the Advance Rate on the
aggregate amount of P&I Advances and Property Advances for which the Master
Servicer, the Trustee or the Fiscal Agent, as applicable, has not been
reimbursed and Trustee Fees for which the Trustee has not been timely paid or
reimbursed for the number of days from the date on which such Advance was made
or such Trustee Fees were due through the date of payment or reimbursement of
the related Advance or other such amount, less any amount of interest
previously paid on such Advance or Trustee Fees; provided, that, with respect
to a P&I Advance, in the event that the related Mortgagor makes payment of the
amount in respect of which such P&I Advance was made with interest at the
Default Rate, or pays a late payment charge, the Advance Interest Amount
payable to the Master Servicer, the Trustee or the Fiscal Agent shall be paid
(i) first from the amount of Default Interest and late payment charges paid by
the Mortgagor and (ii) to the extent such amounts are insufficient therefor,
from amounts on deposit in the Collection Account.

"Advance Rate": A per annum rate equal to the sum of (i) the Prime Rate
(as most recently published in the "Money Rates" section of The Wall Street
Journal, New York edition) plus (ii) 0.50%, compounded monthly as of each
Remittance Date. Interest at the Advance Rate will accrue from (and including)
the date on which the related Advance is made or the related expense incurred
to (but excluding) the date on which such amounts are recovered out of amounts
received on the Mortgage Loan as to which such Advances were made or servicing
expenses incurred or the date on which a determination of non-recoverability is
made, as the case may be, provided that such interest at the Advance Rate will
continue to accrue to the extent funds are not available in the Collection
Account for reimbursement of such Advance.

"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,

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<PAGE> 18
"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 Officers' Certificate of the
Master Servicer, the Special Servicer, or the Depositor to determine whether
any Person is an Affiliate of such party.

"Affiliated Person": Any Person (other than a Rating Agency) involved
in the organization or operation of the Depositor or an affiliate, as defined
in Rule 405 of the Act, of such Person.

"Agent Member": Members of, or participants in, the Depository.

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

"Allocated Loan Amount": With respect to each Mortgaged Property, the
portion of the principal amount of the related Mortgage Loan allocated to such
Mortgaged Property in the applicable Mortgage or Loan Agreement.

"Annual Compliance Report": A report consisting of an annual statement
of compliance required by Section 3.14 hereof and the Accountant's Statement
delivered pursuant to Section 3.15 hereof.

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

"Asset Status Report": The report prepared pursuant to Section 3.29(m).

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

"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 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 Custodian, the
Special Servicer and the Master Servicer shall be responsible for determining
whether any assignment is legally sufficient or in recordable form.

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<PAGE> 19
"Assumed Maturity Date": With respect to any Mortgage Loan that is not
a Balloon Mortgage Loan, the maturity date of such Mortgage Loan. With respect
to any Balloon Mortgage Loan, the date on which such Mortgage Loan would be
deemed to mature in accordance with its original amortization schedule absent
its Balloon Payment.

"Assumed Monthly Payment": With respect to any Due Date and a Balloon
Mortgage Loan, the principal payment that would need to be received on such Due
Date in order to fully amortize such Balloon Mortgage Loan with level monthly
payments by the end of the term used to derive scheduled payments of principal
due prior to the related Maturity Date.

"Assumption Fees": Any fees collected by the Master Servicer, any
subservicer or the Special Servicer in connection with an assumption or
modification of a Mortgage Loan or substitution of a Mortgagor thereunder
permitted to be executed under the provisions of this Agreement.

"Authenticating Agent": Any authenticating agent appointed by the
Trustee pursuant to Section 3.20.

"Available Distribution Amount": With respect to any Distribution Date,
an amount equal to (a) the sum of (i) the amount on deposit in the Collection
Account as of the close of business on the related Determination Date, which
amount will include scheduled payments on the Mortgage Loans due on or prior to
the related Due Date immediately preceding, and collected as of, such
Determination Date (to the extent not distributed on previous Distribution
Dates) and unscheduled payments and other collections on the Mortgage Loans
collected during the related Prepayment Period and (ii) the aggregate amount of
any P&I Advances made by the Master Servicer, the Trustee or the Fiscal Agent
in respect of such Distribution Date (not otherwise included in clause (i)
above) net of (b) the portion of the amount described in clause (a)(i) hereof
that represents (1) Monthly Payments due on a Due Date subsequent to the end of
the related Prepayment Period, and (2) any amounts payable or reimbursable
therefrom to any Servicer or the Trustee or the Fiscal Agent as compensation or
otherwise, (3) any amounts to be withdrawn pursuant to Section 3.06(vi) and
(xi) and (4) any Retained Interest.

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

"Balloon Payment": With respect to any Balloon Mortgage Loan as of any
date of determination, the amount outstanding on the Maturity Date of such
Mortgage Loan in excess of the related Monthly Payment.

"Base Interest Fraction": With respect to any Principal Prepayment on
any Mortgage Loan and with respect to any Class of Offered Certificates, a
fraction (A) the numerator of which is the greater of (x) zero and (y) the
excess of (i) the Pass-Through Rate on such Class of Offered Certificates over
(ii) the sum of the discount rate used in accordance with the related Loan
Documents in calculating the Yield Maintenance Charge with respect to such
principal prepayment and the Spread Rate for such Class of Offered
Certificates, and (B) the denominator of which is the excess of (i) the
Mortgage Interest Rate on the related Mortgage Loan over (ii) the discount rate
used

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<PAGE> 20
in accordance with the related Loan Documents in calculating the Yield
Maintenance Charge with respect to such principal prepayment; provided,
however, that under no circumstances shall the Base Interest Fraction be
greater than one. If such discount rate is greater than the Mortgage Interest
Rate on the related Mortgage Loan, then the Base Interest Fraction shall equal
zero.

"Beneficial Owner": With respect to a Global Certificate, the Person
who is the beneficial owner of such Certificate as reflected on the books of
the Depository or on the books of a Person maintaining an account with such
Depository (directly as a Depository Participant or indirectly through a
Depository Participant, in accordance with the rules of such Depository). Each
of the Trustee, the Special Servicer and the Master Servicer shall have the
right to require, as a condition to acknowledging the status of any Person as a
Beneficial Owner under this Agreement, that such Person provide evidence at its
expense of its status as a Beneficial Owner hereunder.

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

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

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

"Cash Collateral Account": With respect to any Mortgage Loan that has a
Lock-Box Account, any account or accounts created pursuant to the related
Mortgage, Loan Agreement, Cash Collateral Account Agreement or other loan
document into which the Lock-Box Account monies are swept on a regular basis
for the benefit of the Trustee as successor to the applicable Seller. Any Cash
Collateral Account shall be beneficially owned for federal income tax purposes
by the Person who is entitled to receive all reinvestment income or gain
thereon in accordance with the terms and provisions of the related Mortgage
Loan and Section 3.07, which Person shall be taxed on all reinvestment income
or gain thereon. The Master Servicer shall be permitted to make withdrawals
therefrom for deposit into the Collection Account in accordance with the terms
of the related Mortgage Loan. To the extent not inconsistent with the terms of
the related Mortgage Loan, each such Cash Collateral Account shall be an
Eligible Account.

"Cash Collateral Account Agreement": With respect to any Mortgage Loan,
the cash collateral account agreement, if any, between the Originator and the
related Mortgagor, pursuant to which the related Cash Collateral Account, if
any, may have been established.

"Certificate": Any Class A1, Class A2, Class A3, Class B, Class C,
Class D, Class E, Class F, Class X, Class G, Class H, Class J, Class K, Class
L, Class R-I, Class R-II or Class R-III Certificate issued, authenticated and
delivered hereunder.

"Certificate Account": The trust account or accounts created and
maintained as a separate trust account or accounts by the Trustee pursuant to
Section 3.05(b), which shall be entitled "LaSalle National Bank, as Trustee, in
trust for Holders of AMRESCO Commercial Mortgage Funding I

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<PAGE> 21
Corporation, Mortgage Pass-Through Certificates, Series 1997-C1, Certificate
Account" and which must be an Eligible Account.

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

"Certificateholder": The Person whose name is registered in the
Certificate Register subject to the following:

(i) except as provided in clause (ii) and (iv), for the
purpose of giving any consent or taking any action pursuant to this
Agreement, any Certificate beneficially owned by the Depositor, the
Master Servicer, the Special Servicer, the Trustee, a Manager or a
Mortgagor 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 account in determining whether the requisite
percentage of Voting Rights necessary to effect any such consent or take
any such action has been obtained, provided, however, that this
provision shall not be applicable to the current Master Servicer or
Special Servicer or any Affiliate thereof in the event either the Master
Servicer or Special Servicer is not serving in such capacity at the time
any such actions or action is subject to a vote;

(ii) for purposes of obtaining the consent of
Certificateholders to an amendment of this Agreement, any Certificates
beneficially owned by the Master Servicer or the Special Servicer or an
Affiliate thereof shall be deemed to be outstanding and entitled to
exercise Voting Rights, unless such amendment relates to an increase in
the compensation of the Master Servicer or the Special Servicer or
benefits the Master Servicer or the Special Servicer (in its capacity as
such) or any Affiliate thereof (other than solely in its capacity as
Certificateholder) in any material respect, in which case such
Certificates shall be deemed not to be outstanding;

(iii) except as provided in clause (iv) below, for purposes of
obtaining the consent of Certificateholders to any action proposed to be
taken by the Special Servicer with respect to a Mortgage Loan, any
Certificates beneficially owned by the Special Servicer or an Affiliate
thereof shall be deemed not to be outstanding;

(iv) for purposes of determining who the Monitoring
Certificateholders are, Certificates owned by the Master Servicer,
Special Servicer or an Affiliate of either of them shall be deemed to be
outstanding and entitled to exercise Voting Rights for election of the
Controlling Class Representative; and

(v) for purposes of providing or distributing any reports,
statements or other information required or permitted to be provided to
a Certificateholder hereunder, a Certificateholder shall include any
Beneficial Owner, or any Person identified by a Beneficial Owner as a
prospective transferee of a Certificate beneficially owned by such
Beneficial Owner, but only if the Trustee or another party hereto
furnishing such report, statement or information has been provided with
the name of the Beneficial Owner of the

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<PAGE> 22
related Certificate or the Person identified as a prospective transferee
thereof. For purposes of the foregoing, the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Paying Agent, the
Fiscal Agent or other such Person may rely, without limitation, on a
participant listing from the Depository or statements furnished by a
Person that on their face appear to be statements from a participant in
the Depository to such Person indicating that such Person beneficially
owns Certificates.

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

"Class A1 Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class A2 Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class A3 Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class B Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class Balance": With respect to any Class of Certificates or Interests
(other than the Class X Certificates) (a) on or prior to the first Distribution
Date, an amount equal to the Original Class 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 Class Balance of such Class of
Certificates or Interests on the Distribution Date immediately prior to such
date of determination after application of the distributions and Realized
Losses (and, with respect to determination of Voting Rights hereunder,
Collateral Value Adjustments) allocable to principal made thereon on such prior
Distribution Date.

"Class C Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class D Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class E Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class F Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class G Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class H Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class J Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class K Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class L Certificate": Any of the Certificates issued hereunder and
designated as such.

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<PAGE> 23
"Class R-I Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class R-II Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class R-III Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class X Certificate": Any of the Certificates issued hereunder and
designated as such.

"Class X Component": With respect to the Class X Certificates, any of
the Class X-A-1 Component, the Class X-A-2 Component, the Class X-A-3
Component, the Class X-B Component, the Class X-C Component, the Class X-D
Component, the Class X-E Component, the Class X-F Component, the Class X-G
Component, the Class X-H Component, the Class X-J Component, the Class X-K
Component or the Class X-L Component.

"Class X-A-1 Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-A-2 Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-A-3 Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-B Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-C Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-D Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-E Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-F Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

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<PAGE> 24
"Class X-G Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-H Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-J Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-K Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Class X-L Component": The regular interest issued by REMIC III,
constituting one of the Class X Components, representing interest at the
related Component Strip Rate on the related Notional Amount.

"Closing Date": July 8, 1997.

"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.

"Collateral Value Adjustment": With respect to a Mortgage Loan as to
which a Collateral Value Adjustment Event has occurred, an amount equal to the
excess of (a) the sum of (i) the Scheduled Principal Balance of the Mortgage
Loan as of the date of the Collateral Value Adjustment Event and (ii) the sum
of (A) all unpaid interest on such Mortgage Loan at a per annum rate equal to
the Mortgage Interest Rate, (B) all unreimbursed Property Advances and interest
thereon at the Advance Rate, (C) any unpaid Servicing Fees and Trustee Fees and
any unpaid interest on any P&I Advances and (D) all currently due and
delinquent real estate taxes and assessments, insurance premiums and, if
applicable, ground rents in respect of any such Mortgaged Property (net of any
amount escrowed or otherwise available for payment of any amounts due on the
related Mortgage Loan or REO Property) over (b) 90% of the current appraised
value of the related Mortgaged Property as determined by an Independent MAI
appraisal thereof.

"Collateral Value Adjustment Event": With respect to any Specially
Serviced Mortgage Loan, the date the Special Servicer obtains an Updated
Appraisal, which date shall be within 60 days after the earliest to occur of
(i) 60 days after the date on which an uncured Delinquency occurs in respect of
such Mortgage Loan, (ii) 60 days after the date on which a receiver is
appointed (if such appointment remains in effect during such 60-day period) in
respect of the related Mortgaged Property, (iii) the date on which the related
Mortgaged Property becomes an REO Property or such earlier date as is
reasonably practicable, (iv) the date on which the payment rate, Mortgage
Interest Rate, principal balance, amortization term or Maturity Date of such
Mortgage Loan has been

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<PAGE> 25
changed or otherwise materially modified pursuant to and in accordance with the
terms hereof, (v) the Maturity Date of such Mortgage Loan if not paid in full
on or prior to such date, or (vi) 60 days following the filing of a voluntary
petition in bankruptcy by the related Mortgagor or an involuntary petition in
bankruptcy not dismissed within a reasonable amount of time; provided, that
with respect to any Specially Serviced Mortgage Loan for which such an
appraisal has been obtained within the preceding 12 months, the Collateral
Value Adjustment Event shall be the date of any occurrence described in (i) -
(vi).

"Collection Account": The trust account or accounts created and
maintained by the Master Servicer pursuant to Section 3.05(a), which shall be
entitled "AMRESCO Management, Inc. in trust for LaSalle National Bank, as
Trustee, in trust for Holders of AMRESCO Commercial Mortgage Funding I
Corporation, Mortgage Pass-Through Certificates, Series 1997-C1, Collection
Account" and which must be an Eligible Account, together with any like account
maintained by a subservicer which shall also be an Eligible Account.

"Collection Period": With respect to a Distribution Date, the period
beginning on the day after the Due Date, in the month preceding the month in
which such Distribution Date occurs (or, in the case of the initial
Distribution Date, on the day after the Cut-off Date) and ending at the close
of business on the Due Date, in the month in which such Distribution Date
occurs.

"Commission": The Securities and Exchange Commission.

"Component Strip Rate": With respect to each Class X Component and any
Distribution Date, the excess of (i) the Weighted Average Remittance Rate for
such Distribution Date over (ii) the Pass-Through Rate of the Corresponding
Certificate for such Distribution Date.

"Controlling Class Representative": The Monitoring Certificateholder
selected by a majority of the Monitoring Certificateholders, by Class Balance,
as certified by the Trustee from time to time; provided, that, absent such
selection, or (i) until a Controlling Class Representative is so selected, or
(ii) upon receipt of notice from a majority of the Monitoring
Certificateholders, by Class Balance, that a Controlling Class Representative
is no longer so designated, the Monitoring Certificateholder which owns the
largest aggregate Class Balance of the Monitoring Class shall be the
Controlling Class Representative.

"Corporate Trust Office": The principal office of the Trustee located
at 135 South LaSalle Street, Suite 1740, Chicago, Illinois 60674, Attention:
Asset-Backed Securities, AMRESCO 1997-C1, or the principal trust office of any
successor trustee qualified and appointed pursuant to Section 8.08.

"Corresponding Certificate": With respect to the Class X-A-1 Component
the Class A1 Certificate, Class X-A-2 Component the Class A2 Certificate, Class
X-A-3 Component the Class A3 Certificate, Class X-B Component the Class B
Certificate, Class X-C Component the Class C Certificate, Class X-D Component
the Class D Certificate, Class X-E Component the Class E Certificate, Class X-F
Component the Class F Certificate, Class X-G Component the Class G Certificate,
Class X-H Component the Class H Certificate, Class X-J Component the Class J

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<PAGE> 26
Certificate, Class X-K Component the Class K Certificate and Class X-L
Component the Class L Certificate.

"Corresponding REMIC I Regular Interest": With respect to each Mortgage
Loan, the REMIC I Interest having an initial Class Balance equal to the
principal balance of such Mortgage Loan outstanding as of the Cut-off Date,
after taking into account all principal and interest payments made or due prior
to the Cut-off Date.

"Corresponding REMIC II Regular Interest": With respect to each Class
of Certificates (other than the Class X, Class R-I, Class R-II and Class R-III
Certificates), the REMIC II Regular Interest having the same letter
designation.

"Custodial Agreement": The Custodial Agreement, if any, from time to
time in effect between the Custodian named therein and the Trustee, in a form
acceptable to the Trustee, 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 3.21 and,
unless the Trustee is Custodian, named pursuant to any Custodial Agreement.
The Custodian may (but need not) be the Trustee or the Master Servicer or any
Affiliate of the Trustee or the Master Servicer, but may not be the Depositor
or any Affiliate thereof.

"Cut-off Date": June 1, 1997.

"Default Interest": With respect to any Mortgage Loan, interest accrued
on such Mortgage Loan at the excess of the Default Rate over the Mortgage
Interest Rate (plus the Excess Rate to the extent required by the applicable
Mortgage Loan). The Default Interest shall be an asset of the Trust Fund but
shall not be an asset of REMIC I, REMIC II or REMIC III formed hereunder.

"Default Rate": With respect to each Mortgage Loan, the per annum 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 on the Mortgage Loan Schedule.

"Defaulted Mortgage Loan": Any Mortgage Loan which is more than 60 days
delinquent in whole or in part in respect of any Monthly Payment or is
delinquent in whole or in part in respect to the related Balloon Payment, if
any; provided that for purposes of this definition, no Monthly Payment (other
than a Balloon Payment) shall be deemed delinquent if less than five dollars
($5.00) of all amounts due and payable on such Mortgage Loan has not been
received as of the most recent Due Date therefor.

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

"Deficient Valuation": With respect to any Mortgage Loan, a valuation by
a court of competent jurisdiction of the Mortgaged Property in an amount less
than the then outstanding principal balance of the Mortgage Loan, or any
reduction in the amount of principal to be paid in connection with any
scheduled Monthly Payment that constitutes a permanent forgiveness of

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<PAGE> 27
principal, which valuation results from a proceeding initiated under the
federal Bankruptcy Code, as amended from time to time (Title 11 of the United
States Code), or a state court deficiency proceeding.

"Definitive Certificate": Any certificated, fully registered
Certificate.

"Delinquency": Any failure of a Mortgagor to make a scheduled payment
on a Due Date.

"Depositor": AMRESCO Commercial Mortgage Funding I Corporation, a
Delaware corporation, and its successors and assigns.

"Depository": The Depository Trust Company, a nominee of which is Cede
& Co., or a successor appointed by the Certificate Registrar (which appointment
shall be at the direction of the Depositor if the Depositor is legally able to
do so).

"Depository Participant": A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited
with the Depository.

"Determination Date": With respect to any Distribution Date, the 12th
day of each month in which such Distribution Date occurs or, if such 12th day
is not a Business Day, the immediately preceding Business Day, beginning in
July 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 in the ordinary course of a trade or business, any use of
such REO Property in a trade or business conducted by the Trust Fund, or the
performing of any construction work on the REO Property 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, makes decisions as to repairs or capital expenditures with
respect to such REO Property or takes other actions consistent with Section
1.856-4(b)(5)(ii) of the regulations of the United States Department of the
Treasury.

"Discount Rate": For purposes of calculating the SouthTrust Prepayment
Premium, with respect to any Class of Certificates, the rate determined by the
Trustee, in its good faith, to be the yield (interpolated and rounded to the
nearest one-thousandth of a percent, if necessary, at the time of such
prepayment) in the secondary market for United States Treasury securities with
a maturity as nearly equal as possible to the maturity of the particular
Mortgage Loan being prepaid. The Trustee shall advise the Master Servicer by
facsimile of its determination of the Discount Rate on the second Business Day
following the Master Servicer's telephonic inquiry.

"Disqualified Non-U.S. Person": With respect to a Class R-I, Class R-II
or Class R-III Certificate, any Non-U.S. Person or agent thereof other than (i)
a Non-U.S. Person that holds the Class R-I, Class R-II or Class R-III
Certificate in connection with the conduct of a trade or business

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<PAGE> 28
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 a
nationally recognized tax counsel to the effect that the transfer of the Class
R-I, Class R-II or Class R-III 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, Class R-II or Class R-III 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, Class R-II or Class R-III 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, REMIC II or REMIC III to be
subject to tax or 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 Date": The 17th day of each month, or if such 17th day is
not a Business Day, the Business Day immediately following such 17th day,
commencing in July 1997.

"Due Date": With respect to any Distribution Date and/or any Mortgage
Loan, as the case may be, the 1st day of the month in which such Distribution
Date occurs.

"Early Termination Notice Date": Any date as of which the aggregate
Scheduled Principal Balance of the Mortgage Loans is less than 1.0% of the
aggregate Scheduled Principal Balance of the Mortgage Loans as of the Cut-off
Date.

"Eligible Account": Either (i) (A) an account or accounts maintained
with a depository institution or trust company the long term unsecured debt
obligations of which are rated at least "AA" by each of the Rating Agencies or,
if the funds in such account are to be held in such account for less than 30
days, the short term obligations of which are rated by each of the Rating
Agencies in its highest short-term rating category at all times, or (B) as to
which the Trustee has received written confirmation from each of the Rating
Agencies that holding funds in such account would not cause any Rating Agency
to qualify, withdraw or downgrade any of its ratings on the Certificates or
(ii) a segregated trust account or accounts maintained with a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity which, in the case of a state chartered depository institution or
trust company is subject to regulations substantially similar to 12 C.F.R. #
9.10(b), having in either case a combined capital and surplus of at least
$50,000,000 and subject to supervision or examination by federal and state
authority, or otherwise acceptable to each Rating Agency (as evidenced by a
written confirmation from each Rating Agency that such account would

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not, in and of itself, cause a downgrade, qualification or withdrawal of the
then current ratings assigned to the Certificates), which may be an account
maintained with the Trustee or the Master Servicer. Eligible Accounts may bear
interest.

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

"Environmental Report": The environmental audit report or reports with
respect to each Mortgaged Property delivered to the Seller in connection with
the related Mortgage.

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

"Escrow Account": As defined in Section 3.04(b). Any Escrow Account
may be a sub-account of the related Cash Collateral Account.

"Escrow Payment": Any payment made by any Mortgagor to the Master
Servicer pursuant to the related Mortgage, Cash Collateral Agreement, Lock-Box
Agreement or Loan Agreement for the account of such Mortgagor for application
toward the payment of taxes, insurance premiums, assessments and similar items
in respect of the related Mortgaged Property.

"Event of Default": A Master Servicer Event of Default or Special
Servicer Event of Default, as applicable.

"Excess Interest": With respect to each of the Mortgage Loans indicated
on the Mortgage Loan Schedule as having a Revised Rate, interest accrued on
such Mortgage Loan allocable to the Excess Rate. The Excess Interest shall not
be an asset of REMIC I or REMIC II formed hereunder.

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

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

"Exchange Act Report": A Monthly Distribution Statement or Special
Event Report to be filed with the Commission, under cover of the related form
required by the Exchange Act.

"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 Specially Serviced
Mortgage Loan or Mortgage Loan subject to repurchase by the applicable Seller
pursuant to Section 2.03(b), the

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recovery of all Insurance Proceeds, Liquidation Proceeds, the related
Repurchase Price and other payments or recoveries (including proceeds of the
final sale of any REO Property) which the Master Servicer (or in the case of a
Specially Serviced Mortgage Loan, the Special Servicer), in its reasonable
judgment as evidenced by a certificate of a Servicing Officer delivered to the
Trustee, the Custodian and the other Servicer, expects to be finally
recoverable. The Master Servicer shall maintain records, prepared by a
Servicing Officer, of each Final Recovery Determination until the earlier of
(i) its termination as Master Servicer hereunder and the transfer of such
records to a successor servicer and (ii) five years following the termination
of the Trust Fund.

"Fiscal Agent": ABN AMRO Bank N.V., a Netherlands banking corporation,
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., or its successor in interest.

"Form 8-K": A Current Report on Form 8-K under the Exchange Act, or
such successor form as the Commission may specify from time to time.

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

"Global Certificates": The Class A1, Class A2, Class A3, Class B, Class
C, Class D, Class E, Class F, Class X, Class G, Class H, Class J, Class K and
Class L Certificates.

"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 ("PCBs"), radon gas,
petroleum and petroleum products, urea formaldehyde and any substances
classified as being "in inventory", "usable work in process" or similar
classification which would, if classified as unusable, be included in the
foregoing definition.

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

"Indemnified Party": As defined in Section 8.05(c).

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

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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 neither the Master Servicer nor the Special Servicer
shall be considered to be an Independent Contractor under the definition in
this clause (i) unless an Opinion of Counsel (at the expense of the party
seeking to be deemed an Independent Contractor) addressed to the Master
Servicer and the Trustee has been delivered to the Trustee to that effect) or
(ii) any other Person (including the Master Servicer and the Special Servicer)
if the Master Servicer, on behalf of itself and the Trustee, has received an
Opinion of Counsel (at the expense of the party seeking to be deemed an
Independent Contractor) to the effect that the taking of any action in respect
of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor will not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of
the Code) or cause any income realized in respect of such REO Property to fail
to qualify as Rents from Real Property (provided that such income would
otherwise so qualify).

"Initial Purchaser": Goldman, Sachs & Co.

"Institutional Accredited Investor": An entity meeting the requirements
of Rule 501(a)(1), (2), (3) or (7) of Regulation D, or an entity in which all
the equity owners meet such requirements.

"Insurance Proceeds": Proceeds of any fire and hazard insurance policy,
title policy or other insurance policy relating to a Mortgage Loan (including
any amounts paid by the Master Servicer pursuant to Section 3.08).

"Interest": A REMIC I Interest or a REMIC II Interest, as applicable.

"Interest Accrual Amount": With respect to each Distribution Date and
any Class (other than the Class X Certificates and the Residual Certificates),
interest (calculated on the basis of a 360-day year consisting of twelve 30-day
months) accrued during the Interest Accrual Period on the Class Balance
outstanding immediately prior to such Distribution Date at the Pass-Through
Rate then applicable to such Class for such Distribution Date. With respect to
the Class X Certificates, and each Distribution Date, the Interest Accrual
Amount will be equal to the excess of (a) an amount equal to the product of (1)
one-twelfth of the Weighted Average Remittance Rate times (2) the aggregate
Scheduled Principal Balance of the Mortgage Loans immediately prior to the Due
Date preceding such Distribution Date, over (b) an amount equal to the sum of
one-twelfth of each of the products of the Pass-Through Rates of the
Certificates (other than the Class X Certificates) with respect to such
Distribution Date multiplied in each case by the Class Balances of the related
Certificates immediately prior to such Distribution Date, calculated on the
basis of a 360-day year consisting of twelve 30-day months.

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"Interest Accrual Period": With respect to any Distribution Date, the
period from and including the first day of the month preceding the month of
such Distribution Date (or from and including June 9, 1997 in the case of the
initial Distribution Date) to and including the last day of the month preceding
the month of such Distribution Date (or to and including July 8, 1997 in the
case of the initial Distribution Date).

"Interest Distribution Amount": With respect to each Distribution Date
and any Class of Certificates (other than the Residual Certificates), the
Interest Accrual Amount for such Distribution Date reduced by the product of
(i) the Net Aggregate Prepayment Interest Shortfall for such Distribution Date
and (ii) the Interest Accrual Amount on such Class divided by the Interest
Accrual Amount for all such Classes of Certificates for such Distribution Date.

"Interested Person": As of any date of determination, the Depositor,
the Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, any
Mortgagor, 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 3.07(a).

"IRS": The Internal Revenue Service.

"Liquidation Event": With respect to any Mortgage Loan, any of the
following events: (i) such Mortgage Loan is paid in full; (ii) a Final Recovery
Determination is made with respect to such Mortgage Loan; (iii) such Mortgage
Loan is repurchased by either Seller pursuant to Section 2.03; or (iv) such
Mortgage Loan is purchased by the Master Servicer, the Special Servicer, the
holders of an aggregate Percentage Interest in excess of 50% of the Most
Subordinate Class of Certificates or any holder of a Class R-I Certificate
pursuant to Section 9.01.

"Liquidation Expenses": Expenses incurred by the Master Servicer, the
Special Servicer and the Trustee in connection with the liquidation of any
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 other Property
Advances incurred with respect to such Mortgage Loan or such property,
including interest thereon at the Advance Rate 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 (or portion
thereof) 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 or (iii) a sale of a Mortgage Loan or an REO
Property in accordance with Section 3.18 or Section 9.01.

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

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"Loan Documents": With respect to any Mortgage Loan, the documents
executed or delivered in connection with the origination of such Mortgage Loan
or subsequently added to the related Mortgage Loan File.

"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
Depositor or any subservicer for the Depositor, as set forth in the Mortgage
Loan Schedule.

"Lock-Box Account": With respect to any Mortgaged Property, if
applicable, any account created pursuant to any documents relating to a
Mortgage Loan to receive income therefrom. Any Lock-Box Account shall be
beneficially owned for federal income tax purposes by the Person who is
entitled to receive the reinvestment income or gain thereon in accordance with
the terms and provisions of the related Mortgage Loan and Section 3.07, which
Person shall be taxed on all reinvestment income or gain thereon. The Master
Servicer shall be permitted to make withdrawals therefrom for deposit into the
related Cash Collateral Accounts.

"Lock-Box Agreement": With respect to any Mortgage Loan, the lock-box
agreement, if any, between the Originator or the Seller and the Mortgagor,
pursuant to which the related Lock-Box Account, if any, may have been
established.

"Lock-out Date": With respect to any Lock-out Period, the date of
expiration thereof.

"Lock-out Period": With respect to any Mortgage Loan, the period of
time specified in the related Loan Documents during which voluntary prepayments
by the related Mortgagor are prohibited.

"Loss Mortgage Loan": Any Mortgage Loan (a) as to which a Liquidation
Event has occurred, (b) with respect to which the Master Servicer, the Trustee
or the Fiscal Agent has determined that an Advance previously made or proposed
to be made is a Nonrecoverable Advance or (c) with respect to which a Deficient
Valuation has been made or a portion of the principal balance thereof has been
otherwise permanently forgiven.

"MAI": Member of the Appraisal Institute.

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

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

"Master Servicer": AMRESCO Services, a division of AMRESCO Management,
Inc., a Texas corporation, its successor in interest, or any successor servicer
appointed as such as herein provided.

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

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

"Monitoring Certificateholders": Each Holder (or Beneficial Owner, if
applicable) of a Certificate of the Monitoring Class as certified to the
Trustee from time to time by such Holder or Beneficial Owner.

"Monitoring Class": As of any time of determination, the Class of
Certificates outstanding representing the most subordinate Certificates (other
than the Class R-I, Class R-II or Class R-III Certificates) that equals at
least 25% of its Original Class Balance (or if no Class of Certificates has a
Class Balance of at least 25% of its Original Class Balance, the most
subordinate Class of Certificates outstanding other than the Class R-I, Class
R-II or Class R-III Certificates).

"Monthly Distribution Statement": A monthly distribution statement
prepared by the Trustee pursuant to Section 4.02(a) hereof.

"Monthly Payment": With respect to any Mortgage Loan and any Due Date,
the scheduled monthly payment with respect to such Mortgage Loan, including any
Escrow Payments but excluding any Balloon Payment, which is payable by a
Mortgagor under the related Mortgage Note and applicable law and, with respect
to a Balloon Mortgage Loan for which a Balloon Payment is due and has not been
made, the Assumed Monthly Payment.

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

"Mortgage Interest Rate": As to any Mortgage Loan, the per annum rate
of interest at which interest accrues on the outstanding principal balance of
such Mortgage Loan in accordance with the terms of the related Mortgage Note.

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

"Mortgage Loan File": With respect to any Mortgage Loan, the mortgage
documents listed in Section 2.01(b) pertaining to such particular Mortgage Loan
and any additional documents required to be added to such Mortgage Loan File
pursuant to the express provisions of this Agreement.

"Mortgage Loan Purchase Agreement": Each Mortgage Loan Purchase
Agreement dated as of the Cut-off Date, by and between the Depositor and the
applicable Seller, copies of which are attached hereto as Exhibit I.

"Mortgage Loan Schedule": The list of Mortgage Loans included in the
Trust Fund as of the Closing Date being attached hereto as Exhibit B, which
list shall set forth with respect to each Mortgage Loan:

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(a) the Loan Number;

(b) the property name, city and state where each related Mortgaged
Property is located;

(d) the Mortgage Interest Rate, the Revised Rate, if any, and the
Default Rate, if any;

(e) the Maturity Date;

(f) the Scheduled Principal Balance as of the Cut-off Date and, as
applicable, the allocation of such balance to each related Mortgaged Property;

(g) the Originator of such Mortgage Loan; and

(h) whether the Mortgage Loan is an Actual/360 Mortgage Loan or an
actual/actual Mortgage Loan..

The Mortgage Loan Schedule shall also set forth the total of the amounts
described under clause (c) and (f) above for all of the Mortgage Loans. The
Mortgage Loan Schedule may also set forth, for selected Mortgage Loans, the net
operating income or debt service coverage ratio. The Mortgage Loan Schedule
may be in the form of more than one list, collectively setting forth all of the
information required.

"Mortgage 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 a Mortgagor under such Mortgage Loan, including
any amendments or modifications, or any renewal or substitution notes, as of
such date.

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

"Mortgagor": With respect to any Mortgage Loan, any obligor or obligors
on any related Mortgage Note or Mortgage Notes.

"Mortgagor Account": As defined in Section 3.07(a).

"Most Subordinate Class of Certificates": At the time of determination,
the Class of Certificates to which any Realized Losses would be first allocated
as of such time in accordance with Section 4.07(a).

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"Net Aggregate Prepayment Interest Shortfall": With respect to each
Distribution Date, the excess, if any, of (a) the aggregate Prepayment Interest
Shortfall for such Distribution Date over (b) the sum of (i) the aggregate
Prepayment Interest Excess for such Distribution Date and (ii) the Servicer
Prepayment Interest Shortfall for such Distribution Date.

"Net Insurance Proceeds": Insurance Proceeds, to the extent such
proceeds are not to be applied to the restoration of the related Mortgaged
Property or released to the Mortgagor in accordance with the express
requirements of the Mortgage or Mortgage Note or other documents included in
the Mortgage Loan File or in accordance with prudent and customary servicing
practices.

"Net Liquidation Proceeds": The Liquidation Proceeds received with
respect to any Mortgage Loan net of the amount of (i) Liquidation Expenses
incurred with respect thereto and, (ii) with respect to proceeds received in
connection with the taking of a Mortgaged Property (or portion thereof) by the
power of eminent domain in condemnation, amounts required to be applied to the
restoration or repair of the related Mortgaged Property.

"Net Prepayment Premium": With respect to any Distribution Date, the
excess (but not less than zero) of (a) the total amount of Prepayment Premiums
collected during the related Prepayment Period over (b) the total amount of
SouthTrust Prepayment Premiums for such Prepayment Period, if any.

"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) of this Agreement.

"Net Yield Maintenance Charge": With respect to any Distribution Date,
the excess of (a) the total amount of Yield Maintenance Charges collected
during the related Prepayment Period over (b) the total amount of SouthTrust
Yield Maintenance Charges for such Prepayment Period, if any.

"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.

"Nonrecoverable Advance": Any Advance previously made or proposed to be
made by the Master Servicer, the Trustee or the Fiscal Agent in respect of a
Mortgage Loan which together with interest thereon, in the good faith judgment
of the Master Servicer, the Trustee or the Fiscal Agent, will not, or, in the
case of a proposed Advance, would not, be ultimately recoverable by the Master
Servicer, the Trustee or the Fiscal Agent, as applicable, from net proceeds
received solely with respect to such Mortgage Loan or the related Mortgaged
Property, including related Insurance Proceeds, Liquidation Proceeds, REO
Proceeds and escrowed amounts (net of any reasonable anticipated expenses
payable therefrom).

"Nonrecoverable Advance Certificate": A certificate signed by a
Servicing Officer or a Responsible Officer of the Trustee or the Fiscal Agent
setting forth the determination of a Nonrecoverable Advance and the procedures
and considerations of the Master Servicer, the Trustee or the Fiscal Agent
forming the basis of such determination (including but not limited to
information

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such as related income and expense statements, rent rolls, occupancy status,
property inspections, and an Independent MAI appraisal of the related Mortgaged
Property).

"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,
an estate whose income is subject to United States federal income tax
regardless of its source, or a trust if (A) for taxable years beginning after
December 31, 1996 (or for taxable years ending after August 20, 1996, if the
trustee has made an applicable election) a court within the United States is
able to exercise primary supervision over the administration of such trust, and
one or more United States fiduciaries have the authority to control all
substantial decisions of such trust, or (B) for all other taxable years, such
trust is subject to United States federal income tax regardless of the source
of its income.

"Notional Amount": With respect to any Distribution Date and the Class
X Certificates, the aggregate of the Class Balances of the Certificates (other
than the Class X Certificates and the Residual Certificates), as of the close
of business on the preceding Distribution Date, and with respect to any
Distribution Date and a Class X Component, the Class Balance of the
Corresponding Certificate, as of the close of business on the preceding
Distribution Date.

"Offered Certificates": The Class A1, Class A2, Class A3, Class B,
Class C, Class D, Class E and Class F Certificates.

"Officers' Certificate": A certificate signed by the Chairman of the
Board, the Vice Chairman of the Board, the President or a Vice President
(however denominated) and by the Treasurer, the Secretary, one of the Assistant
Treasurers or Assistant Secretaries, any other officer of the Master Servicer
or the Special Servicer 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 Master 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 Master
Servicer, as the case may be, acceptable to the Trustee, except that any
opinion of counsel relating to (a) qualification of REMIC I, REMIC II or REMIC
III as a REMIC or the imposition of tax under the REMIC Provisions on any
income or property of any REMIC, (b) compliance with the REMIC Provisions
(including application of the definition of "Independent Contractor") or (c) a
resignation of the Master Servicer or the Special Servicer pursuant to Section
6.04, must be an opinion of counsel who is Independent of the Depositor, the
Master Servicer, the Special Servicer and the Trustee.

"Original Class Balance": As to any Class of Certificates or Interests,
the Original Class Balance set forth in the Preliminary Statement.

"Original Purchase Agreement": With respect to any Mortgage Loan not
originated by either Seller, the agreement between such Seller and the owner of
such Mortgage Loan, pursuant to which such Seller acquired such Mortgage Loan.

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"Originator": Any of (i) AMRESCO CAPITAL CORPORATION, (ii) SouthTrust;
(iii) Central Park Capital, LLC, (iv) Bank of America, NT & SA and (v) Chase
Manhattan Mortgage and Realty Trust.

"Ordway Loan": The Mortgage Loan secured by the Ordway Building in
Oakland, California.

"Ownership Interest": As to any Certificate, any ownership or security
interest in such Certificate, including any 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 Master
Servicer, the Trustee or the Fiscal Agent, pursuant to Section 4.06. Each
reference to the payment or reimbursement of a P&I Advance shall be deemed to
include, whether or not specifically referred to, payment or reimbursement of
interest thereon at the Advance Rate from and including the date of the making
of such P&I Advance through but excluding the date of payment or reimbursement.

"Pass-Through Rate": With respect to any Distribution Date and any
Certificate, other than a Class X Certificate, a per annum rate equal to (a) as
to the Class Al, Class A2 and Class A3 Certificates, the corresponding fixed
Pass-Through Rate as set forth in the Preliminary Statement, (b) as to each of
the Class B, Class C, Class D, Class E and Class F Certificates, the lesser of
(i) the corresponding Pass-Through Rate as set forth in the Preliminary
Statement and (ii) the Weighted Average Remittance Rate in effect from time to
time on the Mortgage Loans and (c) as to the Class G, Class H, Class J, Class K
and Class L Certificates, the corresponding fixed Pass-Through Rate as set
forth in the Preliminary Statement. The Residual Certificates will not have a
Pass-Through Rate. The Pass-Through Rate for (i) each REMIC I Regular Interest
shall equal the Remittance Rate on the related Mortgage Loan as of the Cut-off
Date, and for (ii) each REMIC II Regular Interest shall equal the weighted
average of the Pass-Through Rates of the REMIC I Regular Interests for such
Distribution Date.

"Paying Agent": LaSalle National Bank, in its capacity as paying agent,
or its successor in interest, or any successor trustee appointed as herein
provided.

"Percentage Interest": As to any Certificate of a Class, the percentage
interest evidenced thereby in distributions required to be made with respect to
such Class. With respect to any Certificate of a Class, the percentage
interest is equal to the initial denomination of such Certificate as of the
Closing Date, divided by the Original Class Balance of such Class.

"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 upon which such funds are required to be drawn
and in no event having a maturity greater than 365 days, regardless of whether
issued by the Depositor, the Master Servicer, the Trustee or any of their
respective Affiliates and having at all times the required ratings, if any,
provided for in this definition, unless each Rating Agency shall have confirmed
in writing to the Master Servicer or the Special Servicer as applicable, that a
lower rating would not, in and of itself, result in a downgrade, qualification
or withdrawal of the then current ratings assigned to the Certificates:

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(i) obligations of, or obligations fully guaranteed as to
payment of principal and interest by, the United States or any agency or
instrumentality thereof provided such obligations are backed by the full
faith and credit of the United States of America including, without
limitation, obligations of: the U.S. Treasury (all direct or fully
guaranteed obligations), the Farmers Home Administration (certificates
of beneficial ownership), the General Services Administration
(participation certificates), the U.S. Maritime Administration
(guaranteed Title XI financing), the Small Business Administration
(guaranteed participation certificates and guaranteed pool
certificates), the U.S. Department of Housing and Urban Development
(local authority bonds) and the Washington Metropolitan Area Transit
Authority (guaranteed transit bonds);

(ii) Federal Housing Administration debentures;

(iii) obligations of the following United States government
sponsored agencies: Federal Home Loan Mortgage Corp. (debt obligations),
the Farm Credit System (consolidated systemwide bonds and notes), the
Federal Home Loan Banks (consolidated debt obligations), the Federal
National Mortgage Association (debt obligations), the Student Loan
Marketing Association (debt obligations), the Financing Corp. (debt
obligations), and the Resolution Funding Corp. (debt obligations);

(iv) federal funds, unsecured certificates of deposit, time or
similar deposits, bankers' acceptances and repurchase agreements of any
bank, the short term obligations of which are rated in the highest short
term rating category by each of the Rating Agencies;

(v) demand and time deposits in, or certificates of deposit
of, or bankers' acceptances issued by, any bank or trust company,
savings and loan association or savings bank, the short term obligations
of which are rated in the highest short term rating category by each of
the Rating Agencies (or, if not rated by Fitch or S&P, otherwise
acceptable to Fitch and S&P, as confirmed in writing by both of them
that such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates);

(vi) debt obligations rated by each of the Rating Agencies (or,
if not rated by Fitch or S&P, otherwise acceptable to Fitch and S&P, as
confirmed in writing by both of them that such investment would not, in
and of itself, result in a downgrade, qualification or withdrawal of the
then current ratings assigned to the Certificates) in its highest long-
term unsecured rating category;

(vii) commercial paper (including 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), that is rated by each of the Rating Agencies (or, if not rated
by Fitch or S&P, otherwise acceptable to Fitch or S&P, as confirmed in
writing by both of them that such investment would not, in and of
itself, result in a downgrade, qualification or withdrawal of the then
current ratings assigned to the Certificates) in its highest short-term
unsecured debt rating category;

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(viii) the Federated Prime Obligation Money Market Fund, the
Vulcan Money Market Fund or any other money market fund (the "Fund")
so long as the Fund is rated "AAAm" by S&P and in its highest applicable
rating category by Fitch (or, if not rated by Fitch or S&P, otherwise
acceptable to Fitch or S&P, as confirmed in writing by both of them that
such investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates); and

(ix) any other demand, money market or time deposit, demand
obligation or any other obligation, security or investment, provided
that both Rating Agencies have confirmed in writing to the Master
Servicer, Special Servicer or Trustee, as applicable, that such
investment would not, in and of itself, result in a downgrade,
qualification or withdrawal of the then current ratings assigned to the
Certificates;

provided, however, that (A) in the judgment of the Master Servicer or the
Special Servicer, as applicable, 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 (B) no instrument or security shall be a
Permitted Investment if (1) such instrument or security evidences a right to
receive only interest payments, (2) 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,
(3) its terms do not have a predetermined fixed dollar amount of principal due
at maturity that cannot vary or change, (4) to the extent rated, an "r"
highlighter is affixed to its rating, (5) to the extent the related interest
rate is variable, interest thereon is not tied to a single interest rate index
plus a single fixed spread (if any), or does not move proportionately with that
index, and (6) it is purchased for an amount in excess of its par value.

"Permitted Transferee": With respect to a Class R-I, Class R-II or
Class R-III Certificate, and a transfer other than from the Initial Purchaser
prior to the expiration of two years following the Closing Date, any Person or
agent thereof that is a Qualified Institutional Buyer or an Affiliated Person
and with respect to any such transfer at any time, who is not (a) a
Disqualified Organization, (b) any other Person so 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-I, Class R-II or Class R-III
Certificate to such Person may cause REMIC I, REMIC II or REMIC III to fail to
qualify as a REMIC at any time that the Certificates are outstanding, (c) a
Person that is a Disqualified Non-U.S. Person and (d) a Plan or any Person
investing the assets of a Plan.

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

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

"Prepayment Assumption": The assumption that each Mortgage Loan with an
Anticipated Repayment Date prepays on such date and that each other Mortgage
Loan does not prepay prior to its respective Maturity Date.

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"Prepayment Interest Excess": With respect to any Distribution Date,
for each Mortgage Loan that was subject to a Principal Prepayment in full or in
part during any Prepayment Period, which Principal Prepayment was applied to
such Mortgage Loan after the Due Date in such Prepayment Period, the amount of
interest that accrued at the Remittance Rate for such Mortgage Loan on the
amount of such Principal Prepayment during the period commencing on the date
after such Due Date and ending on the date as of which such Principal
Prepayment was applied to the unpaid principal balance of the Mortgage Loan,
inclusive, to the extent collected from the related Mortgagor.

"Prepayment Interest Shortfall": With respect to any Distribution Date,
for each Mortgage Loan that was subject to a Principal Prepayment in full or in
part during any Prepayment Period, which Principal Prepayment was applied to
such Mortgage Loan prior to the Due Date in such Prepayment Period, the amount
of interest, to the extent not collected from the related Mortgagor, that
would have accrued at the Remittance Rate for such Mortgage Loan on the amount
of such Principal Prepayment during the period commencing on the date as of
which such Principal Prepayment was applied to the unpaid principal balance of
the Mortgage Loan and ending on the day immediately preceding such Due Date,
inclusive.

"Prepayment Period": With respect to any Distribution Date, the period
beginning the day after the Determination Date in the month immediately
preceding the month in which such Distribution Date occurs (or the day after
the Cut-off Date, in the case of the first Distribution Date) through and
including the Determination Date immediately preceding such Distribution Date.

"Prepayment Premium": Any premium, penalty or fee paid or payable, as
set forth in the related Mortgage Note, by a Mortgagor in connection with a
Principal Prepayment, other than a Yield Maintenance Charge.

"Principal Distribution Amount": With respect to any Distribution Date,
an amount equal to the aggregate of (a) all scheduled payments of principal
(other than Balloon Payments) due on the Mortgage Loans on the related Due Date
whether or not received and all scheduled Balloon Payments received, (b) if the
scheduled Balloon Payment is not received with respect to any Balloon Mortgage
Loan on and after the Maturity Date thereof, the Assumed Monthly Payment for
such Mortgage Loan and (c) to the extent not previously advanced, any
unscheduled principal recoveries received during the related Prepayment Period
in respect of the Mortgage Loans, whether in the form of Principal Prepayments,
Liquidation Proceeds, Insurance Proceeds or amounts received as a result of the
purchase of any Mortgage Loan out of the Trust Fund.

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

"Principal Recovery Fee": With respect to any Specially Serviced
Mortgage Loan (other than an extended Balloon Mortgage Loan) that is liquidated
or restored to a performing status for at least three consecutive months, a fee
for the benefit of the Special Servicer equal to: (i) in the case of a
liquidated Mortgage Loan, the product of (a) the Principal Recovery Fee Rate
times (b) the sum of

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the Net Liquidation Proceeds (other than Insurance Proceeds realized with
respect to a Specially Serviced Mortgage Loan prior to foreclosure) and any
past due interest actually collected, or (ii) in the case of a Mortgage Loan
restored to a performing status as provided above, the product of (a) the
Principal Recovery Fee Rate times (b) the sum of the principal component of
each subsequent payment and any past due interest actually collected.

"Principal Recovery Fee Rate": A rate equal to (i) 0.80%, with respect
to any Mortgage Loan with an outstanding principal balance of more than
$10,000,000 as of the date it becomes a Specially Serviced Mortgage Loan; (ii)
0.85%, with respect to any Mortgage Loan with an outstanding principal balance
equal to or greater than $6,000,000 but not greater than $10,000,000 as of the
date it becomes a Specially Serviced Mortgage Loan; and (iii) 1.00%, with
respect to any such Mortgage Loan with an outstanding principal balance of less
than $6,000,000 as of the date it becomes a Specially Serviced Mortgage Loan.

"Property Advance": As to any Mortgage Loan, any advance made by the
Master Servicer, the Trustee or the Fiscal Agent in respect of Property
Protection Expenses or any expenses incurred to protect and preserve the
security for a Mortgage Loan or taxes and assessments or insurance premiums,
pursuant to Section 3.04 or Section 3.24, as applicable. Each reference to the
payment or reimbursement of a Property Advance shall be deemed to include,
whether or not specifically referred to, payment or reimbursement of interest
thereon at the Advance Rate from and including the date of the making of such
Advance through and including the date of payment or reimbursement.

"Property Protection Expenses": Any costs and expenses incurred by the
Master Servicer or the Special Servicer pursuant to Sections 3.04, 3.08,
3.10(b), 3.10(e), 3.10(f), 3.10(g), 3.10(h), 3.10(i), 3.10(k), 3.17(b) and 3.18
or indicated herein as being a cost or expense of the Trust Fund or REMIC I,
REMIC II or REMIC III to be advanced by the Master Servicer.

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

"Qualified Insurer": As used in Section 3.08, (i) an insurance company
or security or bonding company qualified to write the related insurance policy
in the relevant jurisdiction which shall have a claims paying ability of "AA"
or better by Fitch (or, if such company is not rated by Fitch, is rated at
least A-IX by A.M. Best's Key Rating Guide) and "AA" or better by S&P (or, if
such company is not rated by S&P, S&P has confirmed in writing that obtaining
such insurance from an insurance company that is not rated by S&P or has a
lower claims paying ability shall not result, in and of itself, in a downgrade,
qualification or withdrawal of the then current ratings by S&P of any Class of
Certificates), (ii) in the case of public liability insurance policies required
to be maintained with respect to REO Properties in accordance with Section
3.08(a), shall have a claims paying ability of "A" or better by Fitch (or, if
such company is not rated by Fitch, is rated at least A-IX by A.M. Best's Key
Rating Guide) and S&P (or, if such company is not rated by S&P, S&P has
confirmed in writing that obtaining such insurance from an insurance company
that is not rated by S&P or has a lower claims paying ability shall not result,
in and of itself, in a downgrade, qualification or withdrawal of the then
current ratings by S&P of any Class of Certificates) and (iii) in the case of
the fidelity bond and the errors and omissions insurance required to be
maintained

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pursuant to Section 3.08(c), shall have a claims paying ability rated by each
Rating Agency no lower than two ratings categories (without regard to pluses or
minuses or numeric qualifications) lower than the highest rating of any
outstanding Class of Certificates from time to time but in no event lower than
"BBB" by Fitch and S&P (or if such company is not rated by S&P, S&P has
confirmed in writing that obtaining such insurance from an insurance company
that is not rated by S&P or has a lower claims paying ability shall not result,
in and of itself, in a downgrade, qualification or withdrawal of the then
current ratings by S&P of any Class of Certificates and, if such company is not
rated by Fitch, is rated at least A-VIII by A.M. Best's Key Rating Guide),
unless in any such case each of the Rating Agencies has confirmed in writing
that obtaining the related insurance from an insurance company that is not
rated by each of the Rating Agencies (subject to the foregoing exceptions) or
that has a lower claims-paying ability than such requirements shall not result,
in and of itself, in a downgrade, qualification or withdrawal of the then
current ratings by such Rating Agency to any Class of Certificates.

"Qualified Mortgage": A Mortgage Loan that is a "qualified mortgage"
within the meaning of Code 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).

"Rated Final Distribution Date": June 17, 2029, which is the
Distribution Date following the second anniversary after the date on which all
the Mortgage Loans have zero balances, assuming no prepayments and that the
Balloon Mortgage Loans fully amortize according to their amortization schedules
and no Balloon Payment is made.

"Rating Agency": Each of Fitch and S&P.

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

"Realized Loss": With respect to each Loss Mortgage Loan (or REO
Property) as to which a Liquidation Event has occurred, an amount (not less
than zero) equal to (i) the Scheduled Principal Balance of the Mortgage Loan
(or REO Property) as of the date of the Liquidation Event, plus (ii) interest
at the Remittance Rate from the Due Date as to which interest was last paid or
advanced to Certificateholders up to the last day of the month in which such
Liquidation Event occurred on the Scheduled Principal Balance of such Mortgage
Loan (or REO Property) outstanding during each Collection Period that such
interest was not paid or advanced, plus (iii) any unreimbursed Advances made by
the Master Servicer, the Trustee or the Fiscal Agent and interest accrued and
payable thereon, minus (iv) the proceeds, if any, received during the month in
which such Liquidation Event occurred, to the extent applied as recoveries of
interest at the Remittance Rate and to principal of the Mortgage Loan. With
respect to each Loss Mortgage Loan with respect to which an Advance previously
made or proposed to be made has been determined by the Master Servicer, the
Trustee or the Fiscal Agent to be a Nonrecoverable Advance an amount (not less
than zero) equal to (i) the Scheduled Principal Balance of the Mortgage Loan
(or REO Mortgage Loan) as of the date of such determination, plus (ii) interest
at the Remittance Rate from the Due Date as to which interest was last paid or
advanced to Certificateholders up to the last day of the month in which such

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determination was made on the Scheduled Principal Balance of such Mortgage Loan
(or REO Mortgage Loan) outstanding during each Collection Period that such
interest was not paid or advanced, plus (iii) any unreimbursed Advances and
interest accrued and payable thereon, minus (iv) the proceeds, if any, received
during the month in which such determination was made, to the extent applied as
recoveries of interest at the Remittance Rate and to principal of the Mortgage
Loan. With respect to each Mortgage Loan which has become the subject of a
Deficient Valuation or a modification pursuant to which a portion of the
principal balance thereof has been permanently forgiven, the difference between
the principal balance of the Mortgage Loan outstanding immediately prior to
such Deficient Valuation or modification and the principal balance of the
Mortgage Loan as reduced by the Deficient Valuation or modification.

"Reassignment of Assignment of Leases and Rents": As defined in Section
2.01(b)(v).

"Record Date": With respect to each Distribution Date, the last
Business Day of the month immediately preceding the month in which such
Distribution Date occurs; provided, however, that with respect to the first
Distribution Date, the Record Date shall be the Closing Date.

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

"Regulation D": Regulation D under the Act.

"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 (exclusive of Default Interest, SouthTrust Prepayment
Premiums, SouthTrust Yield Maintenance Charges and Retained Interest),
collections thereon, any REO Property acquired in respect thereof and amounts
held from time to time in the Collection Account and the Certificate Account.

"REMIC I Interests": Collectively, the REMIC I Regular Interests and
the Class R-I Certificates.

"REMIC I Regular Interests": Collectively, the uncertificated interests
designated as "regular interests" in REMIC I, which shall consist of, with
respect to each Mortgage Loan, an interest having an Original Class Balance
equal to the Scheduled Principal Balance of such Mortgage Loan as of the Cut-
off Date, and which has a Pass-Through Rate equal to the Remittance Rate of
such Mortgage Loan as of the Cut-off Date.

"REMIC II": A segregated asset pool within the Trust Fund consisting of
the REMIC I Regular Interests.

"REMIC II Interests": Collectively, the REMIC II Regular Interests and
the Class R-II Certificates.

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"REMIC II Regular Interest A-1": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class A1
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest A-2": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class A2
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest A-3": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class A3
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest B": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class B
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest C": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class C
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest D": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class D
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest E": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class E
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest F": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class F
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest G": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class G
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

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"REMIC II Regular Interest H": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class H
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest J": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class J
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest K": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class K
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interest L": The uncertificated interest designated
as a "regular interest" in REMIC II, which shall consist of an interest having
a Class Balance equal to the aggregate Class Balance of the Class L
Certificates, and which has a Pass-Through Rate equal to the weighted average
of the Pass-Through Rates of the REMIC I Regular Interests.

"REMIC II Regular Interests": Collectively, the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2, REMIC II Regular Interest A-3,
REMIC II Regular Interest B, REMIC II Regular Interest C, REMIC II Regular
Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II
Regular Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J,
REMIC II Regular Interest K and REMIC II Regular Interest L.

"REMIC III": A segregated asset pool within the Trust Fund consisting
of the REMIC II Regular Interests.

"REMIC III Certificates": The Certificates, other than the Class R-I
Certificates and the Class R-II Certificates.

"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": With respect to any Distribution Date, the Business
Day preceding such Distribution Date.

"Remittance Rate": With respect to any Mortgage Loan, the per annum
rate equal to the excess of the related Mortgage Interest Rate (without giving
effect to any modification or other reduction thereof following the Cut-off
Date) over the sum of the related Servicing Fee Rate, the Retained Interest, if
any, and the Trustee Fee Rate. For this purpose, if the related Mortgage
Interest Rate is calculated other than on the basis of a 360-day year
consisting of twelve 30-day months (a "30/360 basis"), such Mortgage Interest
Rate will be recalculated on a 30/360 basis.

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"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:

(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 or 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 ten percent 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 percent 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 Special Servicer with respect to
such REO Property or REO Mortgage Loan which do not constitute Liquidation
Proceeds.

"REO Property": A Mortgaged Property title to which has been acquired
by the Special 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 2.03(b) or purchased pursuant to Section 9.01, or any
Specially Serviced Mortgage Loan or any REO Mortgage Loan to be sold or
repurchased pursuant to Section 3.18, an amount, calculated by the Master
Servicer, equal to:

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(i) the unpaid principal balance of such Mortgage Loan as of
the Due Date as to which a payment was last made by the Mortgagor (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 the Mortgagor up to the Due Date in the month
following the month in which the purchase or repurchase occurred at a
rate equal to the Mortgage Interest Rate on the unpaid principal balance
of such Mortgage Loan (less any Advances previously made on account of
interest); plus

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

(iv) in the event that the Mortgage Loan is required to be
repurchased pursuant to Section 2.03(b), expenses reasonably incurred or
to be incurred by the Master 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 a release signed by a Servicing
Officer, substantially in the form of Exhibit G hereto.

"Reserve Accounts": With respect to any Mortgage Loan, reserve
accounts, if any, established pursuant to the Mortgage or the Loan Agreement
and any Escrow Account. Any Reserve Account may be a sub-account of a related
Cash Collateral Account. 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 terms and provisions
of the related Mortgage Loan and Section 3.07, which Person shall be taxed on
all reinvestment income or gain thereon. The Master Servicer shall be
permitted to make withdrawals therefrom for deposit into the related Cash
Collateral Account, if applicable, or the Collection Account or for the
purposes set forth under the related Mortgage Loan.

"Residual Certificate": Any of the Class R-I, Class R-II or Class R-III
Certificates.

"Responsible Officer": Any officer of the Asset Backed Securities Trust
Services Group of the Trustee or the Fiscal Agent (and, in the event that the
Trustee is the Certificate Registrar or the Paying Agent, of the Certificate
Registrar or the Paying Agent, as applicable) with direct responsibility for
the administration of this Agreement 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, and, in the
case of any certification required to be signed by a Responsible Officer, such
an officer whose name and specimen signature appears on a list of corporate
trust officers furnished to the Master Servicer and the Special Servicer by the
Trustee and the Fiscal Agent, as such list may from time to time be amended.

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"Retained Interest": With respect to each SouthTrust Loan and the
Ordway Loan, the retained interest rate set forth for such Mortgage Loan in
Schedule A hereto.

"Revised Rate": With respect to the Mortgage Loans, the increased
interest rate after the Anticipated Repayment Date (in the absence of a
default) for each applicable Mortgage Loan, as calculated and as set forth in
the related Mortgage Loan.

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

"S&P": Standard & Poor's Rating Services, a division of The McGraw-Hill
Companies, Inc.

"Scheduled Principal Balance": With respect to any Mortgage Loan, at
any date of determination, an amount equal to (a) the principal balance as of
the Cut-off Date of such Mortgage Loan, minus (b) the sum of (i) the principal
portion of each Monthly Payment due on such Mortgage Loan after the Cut-off
Date up to such date of determination, to the extent received from the
Mortgagor or advanced and distributed to Certificateholders, and (ii) all
voluntary and involuntary Principal Prepayments and other unscheduled
collections of principal received with respect to such Mortgage Loan up to such
date of determination, to the extent distributed to Certificateholders. The
Scheduled Principal Balance of a Mortgage Loan with respect to which title to
the related Mortgaged Property has been acquired is equal to the principal
balance thereof outstanding on the date on which such title is acquired less
any Net REO Proceeds allocated to principal on such Mortgage Loan. The
Scheduled Principal Balance of a Specially Serviced Mortgage Loan with respect
to which the Master Servicer or Special Servicer has made a Final Recovery
Determination is zero.

"Securities Legend": With respect to any Class X, Class G, Class H,
Class J, Class K, Class L, Class R-I, Class R-II and Class R-III Certificate, a
legend substantially in the form set forth in Exhibit H hereto.

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

"Seller": Each of (i) AMRESCO CAPITAL CORPORATION, a Texas corporation,
and its successors in interest, and (ii) Goldman Sachs Mortgage Company, a New
York limited partnership, and its successors in interest.

"Servicer": Each of the Master Servicer and the Special Servicer.

"Servicer Prepayment Interest Shortfall": With respect to any
Prepayment Interest Shortfall occurring on any Distribution Date, the amount
equal to the lesser of (i) the product of (A) the aggregate outstanding
principal balance of the Mortgage Loans immediately prior to the Due Date
preceding such Distribution Date times (B) 0.02%, divided by 12, or (ii) the
excess of all Prepayment Interest Shortfalls over all Prepayment Interest
Excesses for such Distribution Date, provided, that, if the result of the
foregoing is less than zero then the amount of the Servicer Prepayment Interest
Shortfall for such Distribution Date shall be zero.

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"Servicer Remittance Report": A report prepared by the Master Servicer
and/or the Special Servicer in such media as may be agreed upon by the Master
Servicer, the Special 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 4.01 and to furnish statements to
Certificateholders pursuant to Section 4.02, including information on the
outstanding principal balances of each Mortgage Loan specified therein, and
containing such additional information as the Master Servicer, the Special
Servicer and the Trustee may from time to time agree, a form of which is
attached hereto as Exhibit N.

"Servicing Compensation": With respect to any Distribution Date, the
related Servicing Fee and any other fees, charges or other amounts payable to
the Master Servicer on such Distribution Date.

"Servicing Fee": With respect to each Mortgage Loan for any
Distribution Date, an amount per Interest Accrual Period equal to the product
of (i) one-twelfth of the Servicing Fee Rate and (ii) the Scheduled Principal
Balance of such Mortgage Loan as of the Due Date (after giving effect to all
payments of principal on such Mortgage Loan on such Due Date) in the month
preceding the month in which such Distribution Date occurs.

"Servicing Fee Rate": The servicing fee rate with respect to each
Mortgage Loan as set forth on Schedule B hereof.

"Servicing Officer": Any officer or employee of the Master Servicer or
the Special Servicer, as applicable, 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 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 Master Servicer or the Special Servicer, as applicable, as such
list may from time to time be amended.

"Servicing Standard":The procedures that the Master Servicer follows in
the servicing and administration of Mortgage Loans, consistent with the higher
of (i) the standard of care, skill, prudence and diligence with which the
Master Servicer services and administers mortgage loans that are held for other
portfolios and are similar to the Mortgage Loans and (ii) the standard of care,
skill, prudence and diligence which the Master Servicer services and
administers mortgage loans that are held for its own portfolio and are similar
to the Mortgage Loans, in either case, giving due consideration to customary
and usual standards of practice of prudent institutional multifamily and
commercial mortgage lenders, loan servicers and asset managers but without
regard to:

(a) any relationship that the Master Servicer, or any Affiliate of
the Master Servicer, may have with any Mortgagor or any Affiliate of any
Mortgagor, the Depositor, any party to any particular transaction or any of
their respective Affiliates;

(b) the Master Servicer's obligations to make Advances with respect
to the Mortgage Loans;

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(c) the Master Servicer's right to receive compensation for its
services hereunder or with respect to any particular transaction and the
adequacy of such compensation;

(d) the ownership, servicing or management for others by the Master
Servicer of any other mortgage loans or property; or

(e) the ownership by the Master Servicer of any Certificates or other
securities.

To the extent consistent with the foregoing and subject to the express
limitations set forth in this Agreement, the procedures followed by the Master
Servicer shall seek to maximize the timely and complete recovery of principal
and interest on the Mortgage Loans.

"Servicing Transfer Date": The date after the occurrence of a Servicing
Transfer Event on which the Special Servicer receives the information,
documents and records required to be delivered thereto pursuant to Section
3.26(a).

"Servicing Transfer Event": The occurrence of any of the following with
respect to a Mortgage Loan: (i) such Mortgage Loan becomes a Defaulted
Mortgage Loan; (ii) the related Mortgagor has entered into or consented to
bankruptcy, appointment of a receiver or conservator or a similar insolvency or
similar proceeding, or the Mortgagor has become the subject of a decree or
order for such proceeding which shall have remained in force undischarged or
unstayed for a period of 60 days; (iii) the Master Servicer shall have received
notice of the foreclosure or proposed foreclosure of any other lien on the
Mortgaged Property; (iv) in the judgment of the Master Servicer, a payment
default has occurred and is not likely to be cured by the related Mortgagor
within 60 days; (v) the related Mortgagor admits in writing its inability to
pay its debts generally as they become due, files a petition to take advantage
of any applicable insolvency or reorganization statute, makes an assignment for
the benefit of its creditors, or voluntarily suspends payment of its
obligations; (vi) any other material default has, in the Master Servicer's
judgment occurred which is not reasonably susceptible of cure within the time
periods and on the terms and conditions, if any, provided in the related
Mortgage; (vii) the related Mortgaged Property becomes REO Property; (viii) if
for any reason, the Master Servicer cannot enter into an assumption agreement
upon the transfer by the related Mortgagor of the Mortgage; or (ix) an event
has occurred which has materially and adversely affected the value of the
related Mortgaged Property in the reasonable judgment of the Master Servicer.

"SouthTrust": SouthTrust Bank, National Association, a national banking
association, formerly SouthTrust Bank of Alabama N.A. or its successor in
interest.

"SouthTrust Loans": The 16 multifamily Mortgage Loans originated by
SouthTrust Bank of Alabama, N.A. listed on Schedule A hereto.

"SouthTrust Prepayment Premium": With respect to any SouthTrust Loan,
the product of (i) the Prepayment Premium collected with respect to such
SouthTrust Loan and (ii) a fraction (not greater than 1.0 or less than 0.0),
the numerator of which is the interest rate of the Retained Interest with
respect to such Mortgage Loan, and the denominator of which is the maximum of
(A) the

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excess of the Mortgage Interest Rate with respect to such Mortgage Loan over
the Discount Rate at the time of such principal prepayment and (B) 2%.

"SouthTrust Subservicing Agreement": The Subservicing Agreement entered
into or to be entered into between the Master Servicer and SouthTrust Capital
Funding Corporation, a copy of which is attached hereto as Exhibit L.

"SouthTrust Yield Maintenance Charge": With respect to any SouthTrust
Loan, the product of (i) the Yield Maintenance Charge collected with respect to
such SouthTrust Loan and (ii) a fraction (not greater than 1.0 or less than
0.0), the numerator of which is the interest rate of the Retained Interest with
respect to such Mortgage Loan, and the denominator of which is the maximum of
(A) the excess of the Mortgage Interest Rate with respect to such Mortgage Loan
over the discount rate used in accordance with the related Mortgage Loan
documents in calculating the Yield Maintenance Charge with respect to such
principal prepayment and (B) 2%.

"Special Event Report": As defined in Section 3.22(b) hereof.

"Special Servicer": Midland Loan Services, L.P., a Missouri limited
partnership, or any successor Special Servicer appointed as provided in Section
3.25.

"Special Servicer Event of Default": As defined in Section 7.01(b).

"Special Servicing Compensation": With respect to any Mortgage Loan,
any of the Special Servicing Fee and Principal Recovery Fee and other amounts
described in Section 3.12(b) which shall be due to the Special Servicer.

"Special Servicing Fee": With respect to each Specially Serviced
Mortgage Loan and any Distribution Date, an amount per Special Servicing
Period equal to the product of (i) one-twelfth of the Special Servicing Fee
Rate and (ii) the outstanding principal balance of such Specially Serviced
Mortgage Loan as of the Due Date (after giving effect to all payments of
principal on such Specially Serviced Mortgage Loan on such Due Date) in the
month preceding the month in which such Distribution Date occurs, payable
solely from amounts received in respect of such Specially Serviced Mortgage
Loan, or following a liquidation in which Net Liquidation Proceeds are
insufficient to pay accrued Special Servicing Fees, from funds on deposit in
the Collection Account.

"Special Servicing Fee Rate": A rate equal to 0.25% per annum.

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

"Special Servicing Standard": The procedures that the Special Servicer
follows in the servicing, administration and disposition of Specially Serviced
Mortgage Loans and related real property, consistent with the higher of (i) the
standard of care, skill, prudence and diligence with which the Special Servicer
services, administers and disposes of, other mortgage loans (which meet the
criteria for Specially Serviced Mortgage Loans) and related property that are
held for other portfolios and are similar to the Mortgage Loans, Mortgaged
Property and REO Property and (ii) the

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standard of care, skill, prudence and diligence with which the Special Servicer
services, administers and disposes of, other mortgage loans (which meet the
criteria for Specially Serviced Mortgage Loans) and related property that are
held for its own portfolio and are similar to the Mortgage Loans, Mortgaged
Property and REO Property, giving due consideration to customary and usual
standards of practice of prudent institutional multifamily and commercial
mortgage lenders, loan servicers and asset managers, as to maximize the net
present value of recoveries on the Mortgage Loans, but without regard to:

(a) any relationship that the Special Servicer or any Affiliate of
the Special Servicer may have with any Mortgagor or any Affiliate of any
Mortgagor, the Depositor, any party to any particular transaction or any of
their respective Affiliates;

(b) the Special Servicer's right to receive compensation for its
services hereunder or with respect to any particular transaction and the
adequacy of such compensation;

(c) the ownership, servicing or management for others by the Special
Servicer of any other mortgage loans or property; or

(d) the ownership by the Special Servicer of any Certificates or
other securities.

"Specially Serviced Mortgage Loan": Any Mortgage Loan with respect to
which a Servicing Transfer Date has occurred and which has not ceased to be a
Specially Serviced Mortgage Loan pursuant to Section 3.26(a).

"Spread Rate": The Spread Rate (per annum) for the following Classes of
Certificates is as set forth below:

<TABLE>
<CAPTION>
Class Spread Rate
----- -----------
<S> <C>
A1 0.20%

A2 0.25%

A3 0.30%

B 0.35%

C 0.40%

D 0.40%

E 0.55%

F 0.60%
</TABLE>

"Startup Day": The day designated as such pursuant to Section 2.06(a)
hereof.

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"Summary Report": A quarterly report or annual summary of quarterly
reports setting forth the information with respect to the Mortgagors and
Mortgaged Properties, substantially in the form of Exhibit J hereto.

"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, REMIC II or REMIC III 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.

"Terminated Party": As defined in Section 7.01(c).

"Terminating Party": As defined in Section 7.01(c).

"Termination Date": The Distribution Date on which the Trust Fund is
terminated pursuant to Section 9.01.

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

"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 Loan Files
relating thereto, (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-off Date except for Retained
Interest, SouthTrust Prepayment Premiums and SouthTrust Yield Maintenance
Charges; (iii) any REO Property; (iv) all revenues received in respect of any
REO Property; (v) the Master Servicer's, the Special Servicer's and the
Trustee's rights under the insurance policies with respect to the Mortgage
Loans required to be maintained pursuant to this Agreement and any proceeds
thereof; (vi) any Assignments of Leases and Rents and any Security Agreements;
(vii) any indemnities or guaranties given as additional security for any
Mortgage Loans; (viii) all assets deposited in the Lock-Box Accounts, Cash
Collateral Accounts, Escrow Accounts and Reserve Accounts (to the extent such
assets in such accounts are not assets of the respective Mortgagors), the
Collection Account and the Certificate Account including reinvestment income;
(ix) any environmental indemnity agreements relating to the Mortgaged
Properties; (x) the rights and remedies under the Mortgage Loan Purchase
Agreements and Original Purchase Agreements; and (xi) the proceeds of any of
the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts,
to the extent such interest belongs to the related Mortgagor).

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

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

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"Trustee Fee": With respect to each Mortgage Loan and for any
Distribution Date, an amount per Interest Accrual Period equal to the product
of (i) one-twelfth of the Trustee Fee Rate multiplied by (ii) the Scheduled
Principal Balance of such Mortgage Loan as of the Due Date (after giving effect
to all payments of principal on such Mortgage Loan on such Due Date) in the
month preceding the month in which such Distribution Date occurs.

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

"Underwriter": Goldman, Sachs & Co.

"Unscheduled Payments": With respect to a Mortgage Loan and a
Prepayment Period, all Net Liquidation Proceeds and Net Insurance Proceeds
payable under such Mortgage Loan, the Repurchase Price of any Mortgage Loan
that is repurchased or purchased pursuant to Section 2.03(b) or Section 9.01,
and any other payments under or with respect to such Mortgage Loan not
scheduled to be made, including Principal Prepayments received by the Master
Servicer, but excluding Prepayment Premiums, during such Prepayment Period.

"Updated Appraisal": An appraisal of a Mortgaged Property or REO
Property, as the case may be, conducted subsequent to any appraisal performed
on or prior to the Cut-off Date in accordance with MAI standards, the costs of
which shall be paid as a Property Advance by the Master Servicer, and which
shall be conducted by an MAI appraiser with at least five years of experience
appraising similar properties in the area where the Mortgaged Property is
located selected by the Special Servicer.

"Voting Rights": The portion of the voting rights of all of the
Certificates which is allocated to any Certificate. At all times during the
term of this Agreement, all the Voting Rights shall be allocated among the
Class Al, Class A2, Class A3, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K and Class L Certificates in proportion to
the respective Class Balances, except that for purposes of determining Voting
Rights, allocation of Collateral Value Adjustment shall be deemed to reduce the
Class Balance of the affected Class. Neither the Holders of the Class X
Certificates nor the Holders of the Residual Certificates will have Voting
Rights. Voting Rights allocated to a Class of Certificateholders shall be
allocated among such Certificateholders in proportion to the Percentage
Interests evidenced by their respective Certificates. In addition, allocation
of Realized Losses to a Class of Certificates and any other event which changes
such Class Balance will also result in a corresponding change to such Class'
Voting Rights.

"Weighted Average Remittance Rate": With respect to any Distribution
Date, a per annum rate equal to a fraction (expressed as a percentage) the
numerator of which is the sum of the products of (i) the Remittance Rate for
each Mortgage Loan as of the Due Date occurring in the month immediately
preceding the month in which such Distribution Date occurs, and (ii) the
Scheduled Principal Balance of the related Mortgage Loan as of such Due Date,
after giving effect to all payments of principal due on such Mortgage Loan on
such Due Date, and the denominator of which is the sum of the Scheduled
Principal Balances of each Mortgage Loan as of the Due Date occurring in the
month preceding the month in which such Distribution Date occurs (after giving
effect to all payments of principal due on such Mortgage Loan on such Due
Date).

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"Yield Maintenance Charge": With respect to any Mortgage Loan, the
yield maintenance charge, if any, payable under the related Mortgage Note in
connection with certain prepayments.

SECTION 1.02 Certain Calculations.

Unless otherwise specified herein, the following provisions shall apply:

(f) All calculations of interest with respect to the Mortgage Loans
(other than the Actual/360 Mortgage Loans) and of Advances provided for herein
shall be made on the basis of a 360-day year consisting of twelve 30-day
months. All calculations of interest with respect to the Actual/360 Mortgage
Loans and of Advances provided for herein shall be made as set forth in such
Mortgage Loans with respect to the calculation of the related Mortgage Interest
Rate, except that for purposes of determining the Remittance Rate, the Mortgage
Interest Rate of each Actual/360 Mortgage Loan and each Mortgage Loan accruing
interest on an actual/actual basis will be adjusted to an equivalent rate on
the basis of a 360-day year consisting of twelve 30-day months.

(g) Any Mortgage Loan payment is deemed to be received on the date
such payment is actually received by the Master Servicer, 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 3.01(b) to reduce the outstanding principal balance of such Mortgage
Loan on which interest accrues.

(h) Any amounts received in respect of a Mortgage Loan as to which a
default has occurred and is continuing in excess of Monthly Payments shall be
applied to Default Interest and other amounts due on such Mortgage Loan prior
to the application to late fees.

SECTION 1.03 Certain Constructions.

For purposes of Section 9.01, references to the Most Subordinate Class
of Certificates as defined in Section 1.01 (or REMIC II Regular Interests)
outstanding at any time shall mean the most or next most subordinate Class of
Certificates (or REMIC II Regular Interests) then outstanding as among the
Class A1, Class A2, Class A3, Class B, Class C, Class D, Class E, Class F,
Class G, Class H, Class J, Class K and Class L Certificates (and the Classes of
Corresponding REMIC II Regular Interests). For such purposes, the Class A1,
Class A2 and Class A3 Certificates (and the Classes of Corresponding REMIC II
Regular Interests) together shall be considered to be one Class. For purposes
of this Agreement (except as specifically provided in the definition of
"Certificateholder"), each Class of Certificates shall be deemed to be
outstanding only to the extent its respective Class Balance has not been
reduced to zero. For purposes of this Agreement, the Class X Certificates
shall be deemed to be outstanding until their Notional Amount has been reduced
to zero.

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ARTICLE II

CONVEYANCE OF MORTGAGE LOANS;
ORIGINAL ISSUANCE OF CERTIFICATES

SECTION 2.1 Conveyance of Mortgage Loans.

(a) The Depositor, concurrently with the execution and delivery
hereof, does hereby assign to the Trustee, without recourse, for the benefit of
the Certificateholders all the right, title and interest of the Depositor,
including any security interest therein for the benefit of the Depositor, in,
to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule,
(ii) the Mortgage Loan Purchase Agreements, (iii) each Original Purchase
Agreement as assignee of the Seller's rights thereunder to the extent related
to any Mortgage Loan, and (iv) all Reserve Accounts, Lock-Box Accounts, Cash
Collateral Accounts and all other assets included or to be included in the
Trust Fund. Such assignment includes all interest and principal received or
receivable on or with respect to the Mortgage Loans after the Cut-off Date but
does not include principal and interest due, and Principal Prepayments
received, on or before the Cut-off Date, or any Retained Interest, SouthTrust
Prepayment Premiums or SouthTrust Yield Maintenance Charges. The transfer of
the Mortgage Loans and the related rights and property accomplished hereby is
absolute and is intended by the parties to constitute a sale. The Depositor
shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box
Accounts to be transferred to and held in Eligible Accounts (subject to Section
3.04(b)) in the name of the Master Servicer on behalf of the Trustee as
successor to the Seller and the Originators.

(b) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, the Sellers pursuant to each Mortgage Loan
Purchase Agreement to deliver to and deposit with, or cause to be delivered to
and deposited with, the Trustee or a Custodian appointed thereby, on or before
the Closing Date (except as expressly provided in this Section 2.01(b)), the
following documents or instruments with respect to each Mortgage Loan so
assigned:

(i) the original of the Mortgage Note, endorsed without
recourse to the order of the Trustee in the following form: "Pay to the
order of LaSalle National Bank, as Custodian or Trustee, without
recourse" which Mortgage Note and all endorsements thereon shall show a
complete chain of endorsement from the originator to the Trustee;

(ii) the original Mortgage and any intervening assignments (or
certified copies of such assignments) thereof, in each case with
evidence of recording thereon, or, if any such original Mortgage has not
been returned from the applicable public recording office, a copy
thereof certified to be a true and complete copy of the original thereof
submitted for recording;

(iii) an Assignment of Mortgage, executed by the appropriate
Seller, in blank or to the order of the Trustee, in suitable form for
recordation in the jurisdiction in which the Mortgaged Property is
located in the following form: "LaSalle National Bank, as Custodian or
Trustee", provided, that any Assignment of Mortgage to the Trustee not
executed and

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<PAGE> 58
submitted for recording prior to the Closing Date shall be in the form
attached as an exhibit to the Mortgage Loan Purchase Agreements;

(iv) originals or certified copies of any related Assignment of
Leases and Rents and any related Security Agreement (if, in either case,
such item is a document separate from the Mortgage), any intervening
assignments of each such document or instrument;

(v) assignments of any related Assignment of Leases and Rents
(a "Reassignment of Assignment of Leases and Rents") and any related
Security Agreement (if, in either case, such item is a document separate
from the Mortgage), executed by the appropriate Seller or the prior
holder of record in blank or to the order of the Trustee, with the
assignment to the Trustee in the following form: "LaSalle National Bank,
as Custodian or Trustee";

(vi) originals or certified copies of all assumption,
modification and substitution agreements in those instances where the
terms or provisions of the Mortgage or Mortgage Note have been modified
or the Mortgage or Mortgage Note has been assumed;

(vii) the original lender's title insurance policies with
respect to each Mortgage (or, prior to receipt by the Seller of such
original lender's title insurance policies, all commitments, binders or
policy mark-ups with respect thereto), together with an endorsement
assigning such policy to the Custodian or Trustee (unless such policy
states that it runs to the benefit of any assignee of the Mortgage);

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

(ix) a copy of the hazard insurance policy, any flood insurance
policies, and any other insurance policies required under the Mortgage;

(x) the original appraisal report;

(xi) any Phase I environmental reports;

(xii) originals or copies of any guaranties related to such
Mortgage Loan; and

(xiii) a copy of any ground lease relating to the Mortgaged
Property.

To the extent not previously delivered to the Trustee or the Custodian,
within 45 days of the Closing Date the Depositor shall deliver or cause to be
delivered to, and deposit with the Trustee or the Custodian (on behalf of the
Trustee), with copies to the Master Servicer and the Special Servicer, the
following documents or instruments with respect to each Mortgage Loan assigned
hereunder:

(xiv) originals or certified copies of any environmental
liabilities agreement;

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<PAGE> 59
(xv) originals or copies of any escrow agreements;

(xvi) originals or certified copies of any lease subordination
agreements and tenant estoppels;

(xvii) any opinions of borrower's counsel; and

(xviii) originals or certified copies of any collateral
assignments of property management agreements and other servicing
agreements.

If a Seller cannot deliver, or cause to be delivered as to any Mortgage
Loan, the original Mortgage Note, such Seller shall deliver a copy or duplicate
original of such Mortgage Note, together with an affidavit in a form reasonably
acceptable to the Trustee, certifying that the original thereof has been lost
or destroyed. If a Seller cannot deliver, or cause to be delivered, as to any
Mortgage Loan, any of the documents and/or instruments referred to in clauses
(ii), (iii), (iv), (v) and (viii) of this Section 2.01(b), with evidence of
recording thereon, solely because of a delay caused by the public recording
office where such document or instrument has been delivered for recordation,
the delivery requirements of the related Mortgage Loan Purchase Agreement and
this Section 2.01(b) shall be deemed to have been satisfied and such non-
delivered document or instrument shall be deemed to have been included in the
Mortgage Loan File, provided that a photocopy of such non-delivered document or
instrument (certified by such Seller to be a true and complete copy of the
original thereof submitted for recording) is delivered to the Trustee or a
Custodian on or before the Closing Date, and either the original of such
non-delivered document or instrument, or a photocopy thereof (certified by the
appropriate county recorder's office to be a true and complete copy of the
original thereof submitted for recording), with evidence of recording thereon,
is delivered to the Trustee or a Custodian within 120 days of the Closing Date
(or within such longer period after the Closing Date as the Trustee may consent
to, which consent shall not be unreasonably withheld so long as such Seller is,
as certified in writing to the Trustee no less often than monthly, in good
faith attempting to obtain from the appropriate county recorder's office or
other filing office such original or photocopy). If a Seller cannot deliver,
or cause to be delivered, as to any Mortgage Loan, any of the documents and/or
instruments referred to in clauses (ii), (iii), (iv), (v) and (viii) of this
Section 2.01(b), with evidence of recording thereon, for any other reason,
including, without limitation, that such non-delivered document or instrument
has been lost, the delivery requirements of the related Mortgage Loan Purchase
Agreement and this Section 2.01(b) shall be deemed to have been satisfied and
such non-delivered document or instrument shall be deemed to have been included
in the Mortgage Loan File, provided that a photocopy of such non-delivered
document or instrument (with evidence of recording thereon and certified by the
appropriate county recorder's office or other filing office to be a true and
complete copy of the original thereof submitted for recording, or a certificate
from the title company that submitted such document or instrument for recording
stating that such photocopy is a true and complete copy of the original thereof
and that such title company has submitted such document or instrument for
recording to the appropriate recording office) is delivered to the Trustee or a
Custodian appointed thereby on or before the Closing Date. None of the
Trustee, Custodian or the other Seller shall in any way be liable for any
failure by a Seller or the Depositor to comply with the delivery requirements
of the Mortgage Loan Purchase Agreements and this Section 2.01(b).
Notwithstanding the foregoing, in the event that a Seller fails to deliver a
UCC-3 on or before the Closing Date as

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required above solely because the related UCC-1 has not been returned to such
Seller by the applicable filing office, the related Seller shall not be in
breach of its obligations with respect to such delivery, provided that such
Seller promptly forwards such UCC-1 to the Trustee upon its return. The Master
Servicer shall cause such UCC-3 to be filed within 60 days of its receipt of
the related UCC-1. In addition, in the event a commitment, binder or policy
mark-up with respect to a title insurance policy has been delivered to the
Custodian in lieu of an original title insurance policy, the Seller shall use
its best efforts to deliver to the Custodian the related original title
insurance policy within one year of the Closing Date.

(c) Except under the circumstances provided for in the last sentence
of this Section 2.01(c), the Master Servicer shall, as to each Mortgage Loan,
promptly (and in any event within 90 days of the Closing Date) cause to be
submitted for recording or filing, as the case may be, each assignment to the
Trustee referred to in clauses (iii) and (v) of Section 2.01(b) and each UCC-1,
UCC-2 and UCC-3 to the Trustee referred to in clause (viii) of Section 2.01(b)
(except to the extent that any such submission for recording or filing has
previously occurred). The Master Servicer shall make any of the filings set
forth in the prior sentence and shall be reimbursed by the related Seller for
all related costs of the filing and preparation of such documents. Each such
assignment shall reflect that it should be returned by the public recording
office to the Trustee following recording, and each such UCC-1, UCC-2 and UCC-3
shall reflect that the file copy thereof should be returned to the Trustee
following filing. If any such document or instrument is lost or returned
unrecorded or unfiled because of a defect therein, the Master Servicer shall
prepare or cause to be prepared a substitute therefor or cure such defect, as
the case may be, and thereafter the Master Servicer shall upon receipt thereof
cause the same to be duly recorded or filed, as appropriate. Notwithstanding
the foregoing, there shall be no requirement to record any assignment to the
Trustee referred to in clause (iii) or (v) of Section 2.01(b), or to file any
UCC-1, UCC-2 or UCC-3 to the Trustee referred to in clause (viii) of Section
2.01(b), in those jurisdictions where, in the written opinion of local counsel
(which opinion shall not be an expense of the Trust Fund) acceptable to the
Depositor and the Trustee, such recordation and/or filing is not required to
protect the Trustee's interest in the related Mortgage Loans against sale,
further assignment, satisfaction or discharge by the related Seller, the Master
Servicer, the Special Servicer, any subservicer or the Depositor.

(d) All documents and records in the Depositor's or any Seller's
possession relating to the Mortgage Loans (including financial statements,
operating statements and any other information provided by the respective
Mortgagor from time to time) that are not required to be a part of a Mortgage
Loan File in accordance with Section 2.01(b) shall be delivered to the Master
Servicer within 30 calendar days of the Closing Date and shall be held by the
Master Servicer on behalf of the Trustee in trust for the benefit of the
Certificateholders.

(e) In connection with the Depositor's assignment pursuant to
subsection (a) above, the Depositor shall deliver, and hereby represents and
warrants that it has delivered, to the Trustee and the Master Servicer, on or
before the Closing Date, a fully executed original counterpart of each Mortgage
Loan Purchase Agreement, as in full force and effect, without amendment or
modification, on the Closing Date.

(f) The Depositor shall use its best efforts to require that,
promptly after the Closing Date, but in all events within three Business Days
after the Closing Date, each Seller shall cause all

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funds on deposit in escrow accounts maintained with respect to the Mortgage
Loans in the name of such Seller or any other name to be transferred to the
Master Servicer (or any subservicer) for deposit into Reserve Accounts.

SECTION 2.2 Acceptance by Trustee.

(a) The Trustee, by the execution and delivery of this Agreement,
acknowledges receipt by it or a Custodian on its behalf, subject to the
provisions of Section 2.01, of the documents specified in clause (i) of Section
2.01(b) with respect to each Mortgage Loan, and subject in addition to any
exceptions to be noted in the Trustee Exception Report described in Section
2.02(e), the documents specified in clauses (ii), (iii), (vii) and (viii) of
Section 2.01(b) with respect to each Mortgage Loan, of a fully executed
original counterpart of each Mortgage Loan Purchase Agreement and of all other
assets included in the Trust Fund, in good faith and without notice of any
adverse claim, and declares that it or a Custodian on its behalf holds and will
hold such documents and the other documents delivered or caused to be delivered
by the related Seller constituting the Mortgage Loan Files, and that it holds
and will hold such other assets included in the Trust Fund, in trust for the
exclusive use and benefit of all present and future Certificateholders.

(b) Within 60 days of the Closing Date, the Trustee or a Custodian on
its behalf shall review each of the Mortgage Loan documents delivered or caused
to be delivered by a Seller constituting the Mortgage Loan Files; and, promptly
following such review (but in no event later than 90 days after the Closing
Date), the Trustee shall certify in writing to each of the Depositor, the
Master Servicer, the Special Servicer and each Seller that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or any Mortgage Loan specifically identified in any exception report
annexed thereto as not being covered by such certification), (i) all documents
specified in clauses (i), (ii), (iii), (vii) and (viii) of Section 2.01(b) are
in its possession, (ii) all documents delivered or caused to be delivered by
the Sellers constituting the Mortgage Loan Files have been reviewed by it or by
a Custodian on its behalf and appear regular on their face and relate to such
Mortgage Loan, and (iii) based on such examination and only as to the foregoing
documents, the information set forth in the Mortgage Loan Schedule with respect
to the items specified in clauses (a), (d) and (e) of the definition of
"Mortgage Loan Schedule" is correct.

(c) The Trustee or a Custodian on its behalf shall review each of the
Mortgage Loan documents received thereby subsequent to the Closing Date; and,
no later than the first anniversary of the Closing Date, the Trustee shall
certify in writing to each of the Depositor, the Master Servicer, the Special
Servicer and each Seller that, as to each Mortgage Loan listed on the Mortgage
Loan Schedule (other than any Mortgage Loan as to which a Liquidation Event has
occurred or any Mortgage Loan specifically identified in any exception report
annexed thereto as not being covered by such certification), (i) all documents
specified in clauses (i), (ii), (iii), (vii) and (viii) of Section 2.01(b) are
in its possession, (ii) it or a Custodian on its behalf has received either a
recorded or a filed original of each of the assignments specified in clause
(iii), clause (v) and clause (viii) of Section 2.01(b) insofar as an unrecorded
original thereof had been delivered or caused to be delivered by the related
Seller or a copy of such recorded original certified by the applicable public
recording office to be true and complete, (iii) all Mortgage Loan documents
received by it or any Custodian have been reviewed by it or by such Custodian
on its behalf and appear regular on their

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face and relate to such Mortgage Loan and (iv) based on the examinations
referred to in subsection (b) above and this subsection (c) and only as to the
foregoing documents, the information set forth in the Mortgage Loan Schedule
with respect to the items specified in clauses (a), (d) and (e) of the
definition of "Mortgage Loan Schedule" is correct.

(d) It is herein acknowledged that neither the Trustee nor any
Custodian is under any duty or obligation to inspect, review or examine any of
the documents, instruments, certificates or other papers relating to the
Mortgage Loans delivered to it to determine that the same are genuine,
enforceable or appropriate for the represented purpose or that they are other
than what they purport to be on their face.

(e) If, in the process of reviewing the Mortgage Loan Files or at any
time thereafter, the Trustee or any Custodian discovers any Defect, in a
Mortgage Loan File, the Trustee shall promptly so notify the Depositor, the
Master Servicer, the Special Servicer and the applicable Seller (and in no
event later than 90 days after the Closing Date), by providing a written report
(the "Trustee Exception Report") setting forth for each affected Mortgage Loan,
with particularity, the nature of such Defect. An individual Mortgage Loan
File shall be deemed to have a "Defect" if (a) any document listed in clauses
(i), (ii), (iii), (vii) and (viii) of Section 2.01(b) above required to be
included in the Mortgage Loan File is not in the possession of the Custodian,
on behalf of the Trustee, within the time required to be delivered pursuant to
this Agreement or (b) such document has not been properly executed or is
otherwise defective on its face; provided, however, that a document shall not
be deemed to have a Defect if such Defect is caused by the failure by Depositor
to execute such document after having been directed by the applicable Seller to
execute such document.

SECTION 2.3 Representations, Warranties and Covenants of the
Depositor; Sellers' Repurchase of Mortgage Loans for
Defects in Mortgage Loan Files and Breaches of
Representations and Warranties.

(a) The Depositor hereby represents and warrants that:

(i) Depositor is duly organized and is validly existing as a
corporation in good standing under the laws of the State of Delaware,
with full corporate power and authority to own its assets and conduct
its business as it is conducted, and is duly qualified as a foreign
corporation in good standing in all jurisdictions in which the ownership
or lease of its property or the conduct of its business requires such
qualification (except where the failure to qualify would not have a
materially adverse effect on the consummation of any transactions
contemplated by this Agreement);

(ii) The execution and delivery by Depositor of this Agreement
and the performance of Depositor's obligations hereunder are within the
corporate power of Depositor and have been duly authorized, executed and
delivered by Depositor and neither the execution and delivery by
Depositor of this Agreement nor the compliance by Depositor with the
provisions hereof, nor the consummation by Depositor of transactions
contemplated by this Agreement, will (i) conflict with or result in a
breach of, or constitute a default under, the certificate of
incorporation or by-laws of Depositor or, after giving effect to the
consents

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or taking of the actions contemplated by clause (ii) below any of the
provisions of any law, governmental rule, regulation, judgment, decree
or order binding on Depositor or its properties, or any of the
provisions of any material indenture or mortgage or any other material
contract or other instrument to which Depositor is a party or by which
it is bound or result in the creation or imposition of any lien, charge
or encumbrance upon any of its properties pursuant to the terms of any
such indenture, mortgage, contract or other instrument or (ii) require
the consent of or notice to, or any filing with any person, entity or
governmental body, which has not been obtained or made by Depositor,
except where, in any of the instances contemplated by clause (i) or
clause (ii) above, the failure to do so will not have a material adverse
effect on the consummation of any transactions contemplated by this
Agreement;

(iii) This Agreement has been duly executed and delivered by
Depositor and, assuming the due authorization, execution and delivery of
this Agreement by the other parties hereto, this Agreement constitutes a
legal, valid and binding instrument, enforceable against Depositor in
accordance with its terms, subject, as to the enforcement of remedies,
to applicable bankruptcy, reorganization, insolvency, moratorium and
other laws affecting the rights of creditors generally and to general
principles of equity and the discretion of the court (regardless of
whether enforcement of such remedies is considered in a proceeding in
equity or at law) and, as to rights of indemnification hereunder,
subject to limitations of public policy under applicable securities
laws;

(iv) There is no litigation, charge, investigation, action,
suit or proceeding by or before any court, regulatory authority or
governmental agency or body pending or, to the knowledge of Depositor,
threatened against Depositor the outcome of which could be reasonably
expected to materially adversely affect the consummation of any
transactions contemplated by this Agreement; and

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

(b) If the Master Servicer, any subservicer, the Special Servicer or
the Trustee discovers or receives notice of a Defect in any Mortgage Loan File
or a breach of any representation or warranty set forth in, or required to be
made with respect to a Mortgage Loan by a Seller pursuant to, the related
Mortgage Loan Purchase Agreement (a "Breach"), which Defect or Breach, as the
case may be, materially and adversely affects the value of any Mortgage Loan or
the interests of the Certificateholders therein, the Master Servicer, the
Special Servicer or the Trustee, as applicable, shall give prompt written
notice of such Defect or Breach, as the case may be, to the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the related Seller and the
Rating Agencies (provided, however, that in case a subservicer discovers or
receives notice of any Defect or Breach, the Master Servicer shall follow the
requirements set forth above only upon receipt of written notice of such Defect
or Breach from such subservicer, as provided in the applicable subservicing
agreement) and shall request that such Seller, not later than 90 days from the
earlier of such Seller's receipt of such notice or such Seller's discovery of
such Breach, cure such Defect or Breach, as the case may be, in all material
respects or repurchase the affected Mortgage Loan at the applicable

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Repurchase Price or in conformity with the related Mortgage Loan Purchase
Agreement. Any Defect or Breach which causes any Mortgage Loan not to be a
"qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code)
shall be deemed to materially and adversely affect the interest of
Certificateholders therein. If the affected Mortgage Loan is to be
repurchased, the Trustee shall designate the Certificate Account as the account
into which funds in the amount of the Repurchase Price are to be deposited by
wire transfer. Each Seller shall be responsible for its own obligations
hereunder and under the applicable Mortgage Loan Purchase Agreement and such
Seller shall have no liability or duty to repurchase any Mortgage Loan as a
result of the other Seller's defaults or any Breach or Defect relating to any
Mortgage Loan assigned to the Trustee by such other Seller.

(c) In connection with any repurchase of a Mortgage Loan contemplated
by this Section 2.03, the Trustee, the Master Servicer and the Special Servicer
shall each tender to the applicable Seller, upon delivery to each of the
Trustee, the Master Servicer and the Special Servicer of a trust receipt
executed by such Seller, all portions of the Mortgage Loan File and other
documents pertaining to such Mortgage Loan possessed by it, and each document
that constitutes a part of the Mortgage Loan File that was endorsed or assigned
to the Trustee shall be endorsed or assigned, as the case may be, to such
Seller in the same manner as provided in Section 7 of the related Mortgage Loan
Purchase Agreement.

(d) Section 2.04(b) of this Agreement and Section 7 of each Mortgage
Loan Purchase Agreement provide the sole remedy available to the
Certificateholders, or the Trustee on behalf of the Certificateholders,
respecting any Defect in a Mortgage Loan File or any Breach of any
representation or warranty set forth in Section 6 of such Mortgage Loan
Purchase Agreement.

(e) The Master Servicer and the Special Servicer (in the case of
Specially Serviced Mortgage Loans) shall, for the benefit of the
Certificateholders, enforce the obligations of each Seller under Section 7 of
the Mortgage Loan Purchase Agreements. Such enforcement, including, without
limitation, the legal prosecution of claims, shall be carried out in such form,
to such extent and at such time as the Master Servicer or the Special Servicer,
as the case may be, would require were it, in its individual capacity, the
owner of the affected Mortgage Loan(s). The Master Servicer and the Special
Servicer, as the case may be, shall be reimbursed for the reasonable costs of
such enforcement: first, from a specific recovery of costs, expenses or
attorneys' fees against the applicable Seller; second, pursuant to Section
3.06(viii) out of the related Repurchase Price, to the extent that such
expenses are a specific component thereof; and third, if at the conclusion of
such enforcement action it is determined that the amounts described in clauses
first and second are insufficient, then pursuant to Section 3.06(vii) out of
general collections on the Mortgage Loans on deposit in the Certificate
Account.

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

(a) The Master Servicer, as Master Servicer, warrants and covenants
that as of the Closing Date or as of such date specifically provided herein:

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(i) The Master Servicer is a corporation, duly organized,
validly existing and in good standing under the laws of the State of
Texas and is in compliance with the laws of each state in which any
Mortgaged Property is located (and any other necessary state) to the
extent necessary to comply with its duties and responsibilities
hereunder with respect to each Mortgage Loan in accordance with the
terms of this Agreement;

(ii) The Master Servicer has the full corporate 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 Master Servicer and its performance and compliance with
the terms of this Agreement will not violate the Master Servicer's
charter or by-laws or constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default) under, or
result in the breach of, any material contract, agreement or other
instrument to which the Master Servicer is a party or which may be
applicable to the Master Servicer or any of its assets;

(iii) This Agreement has been duly and validly authorized,
executed and delivered by the Master Servicer and, assuming due
authorization, execution and delivery by the other parties hereto,
constitutes a legal, valid and binding obligation of the Master
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) and public policy
considerations underlying the securities laws to the extent that such
considerations limit the enforceability of the provisions of this
Agreement that may, or purport to, provide for indemnification of
securities law violations, and all requisite corporate action has been
taken by the Master Servicer to make this Agreement and all agreements
contemplated hereby valid and binding upon the Master Servicer in
accordance with their terms;

(iv) The Master Servicer is not in violation of, and the
execution and delivery of this Agreement by the Master 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
binding on the Master Servicer 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 operation
of the Master Servicer or its properties or impair the ability of the
Trust Fund to realize on the Mortgage Loans;

(v) There is no action, suit, proceeding or investigation
pending or, to the knowledge of the Master Servicer, threatened against
the Master Servicer which if adversely determined, either in any one
instance or in the aggregate, would result in any material adverse
change in the business, operations, financial condition, properties or
assets of the Master Servicer, or would, if adversely determined,
materially impair the ability of the Master Servicer, to carry on its
business substantially as now conducted, or in any material liability on
the part of the Master Servicer, or which would draw into question the
validity

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of this Agreement or the Mortgage Loans or of any action taken or to be
taken in connection with the obligations of the Master Servicer
contemplated herein, or which would be likely to impair materially the
ability of the Master Servicer to perform under the terms of this
Agreement;

(vi) No consent, approval, authorization or order of, or
registration or filing with, or notice to any court or governmental
agency or body, the failure to obtain which would have a material
adverse effect on the ability of the Master Servicer to perform its
obligations hereunder, is required on or before the Closing Date for the
execution, delivery and performance by the Master Servicer of or
compliance by the Master Servicer with this Agreement, or if required,
such approval has been obtained prior to the Cut-off Date;

(vii) The Master Servicer maintains errors and omissions
insurance covering all Persons to be involved in the performance of its
duties under this Agreement;

(viii) The Master Servicer acknowledges and agrees that the
Servicing Compensation represents reasonable compensation; and

(ix) The Master Servicer has examined each existing
subservicing agreement and will examine each future subservicing
agreement and is (or will be) familiar with the terms thereof and the
terms of such agreements are not and will not be materially inconsistent
with the provisions of this Agreement.

(b) The Special Servicer, as Special Servicer, hereby represents,
warrants and covenants that as of the Closing Date or as of such date
specifically provided herein:

(i) The Special Servicer is limited partnership, duly
organized, validly existing and in good standing under the laws of the
State of Missouri and is in compliance with the laws of each state in
which any Mortgaged Property is located (and any other necessary state)
to the extent necessary to comply with its duties and responsibilities
hereunder with respect to each Mortgage Loan in accordance with the
terms of this Agreement;

(ii) The Special Servicer has the full 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 will not violate the Special Servicer's partnership
agreement 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;

(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,

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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) and public policy considerations underlying the
securities laws to the extent that such considerations limit the
enforceability of the provisions of this Agreement that may, or purport
to, provide for indemnification of securities law violations, and all
requisite partnership action has been taken by the Special Servicer to
make this Agreement and all agreements contemplated hereby valid and
binding upon the Special Servicer in accordance with their terms;

(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
binding on the Special Servicer 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 operation
of the Special Servicer or its properties or impair the ability of the
Trust Fund to realize on the Mortgage Loans;

(v) There is no action, suit, proceeding or investigation
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, financial condition, properties or assets of the Special
Servicer, or would, if adversely determined, materially impair the
ability of the Special Servicer, to carry on its business substantially
as now conducted, or in any material liability on the part of the
Special Servicer, 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 Special Servicer contemplated
herein, or which would be likely to impair materially the ability of the
Special Servicer to perform under the terms of this Agreement;

(vi) No consent, approval, authorization or order of, or
registration or filing with, or notice to any court or governmental
agency or body, the failure to obtain which would have a material
adverse effect on the ability of the Special Servicer to perform its
obligations hereunder, is required on or before the Closing Date 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;

(vii) The Special Servicer maintains errors and omissions
insurance covering all officers and employees to be involved in the
performance of its duties under this Agreement;

(viii) The Special Servicer acknowledges and agrees that
the Special Servicing Compensation represents reasonable compensation
and that the entire Special Servicing Compensation shall be treated for
accounting and tax purposes as compensation for servicing and
administration of the Mortgage Loans; and

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(ix) The Special Servicer has examined each existing
subservicing agreement and will examine each future subservicing
agreement and is (or will be) familiar with the terms thereof and the
terms of such agreements are not and will not be materially inconsistent
with the provisions of this Agreement.

(c) It is understood and agreed that the representations and
warranties set forth in this Section shall survive delivery of the respective
Mortgage Loan 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, the Depositor and the Master Servicer or Special Servicer, as the case
may be. Upon discovery by the Depositor, the Master Servicer, 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 Master Servicer, Special Servicer or the Trustee
in any Mortgage Loan, the party discovering such breach shall give prompt
written notice to the other parties hereto and each Seller.

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

The Trustee acknowledges the assignment to it of the Mortgage Loans and
the delivery of the Mortgage Loan Files to the Custodian (to the extent the
documents constituting the Mortgage Loan Files are actually delivered to the
Custodian), subject to the provisions of Section 2.01 and Section 2.02 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,
(ii) acknowledges the issuance of and hereby declares that it holds the REMIC
II Interests on behalf of REMIC III and the Holders of the REMIC III
Certificates and (iii) 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 A1, Class A2, Class A3, Class B, Class C, Class
D, Class E, Class F, Class X, Class G, Class H, Class J, Class K, Class L,
Class R-I, Class R-II and Class R-III Certificates in authorized denominations,
in each case registered in the names set forth in such order or so directed in
this Agreement and duly authenticated by the Authenticating Agent, which
Certificates (described in the preceding clause (iii)), REMIC I Regular
Interests and REMIC II Regular Interests evidence ownership of the entire Trust
Fund, other than Default Interest, Excess Interest, Retained Interests, Escrow
Accounts, Lock-Box Accounts, Cash Collateral Accounts and Reserve Accounts.

SECTION 2.6 Miscellaneous REMIC Provisions.

(a) The REMIC I Regular 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 REMIC II Regular Interest A-1, REMIC II Regular Interest A-2, REMIC II
Regular Interest A-3, REMIC II Regular Interest B, REMIC II Regular Interest C,
REMIC II Regular Interest D, REMIC II Regular Interest E, REMIC II Regular
Interest F, REMIC II Regular Interest G, REMIC II Regular Interest H, REMIC II
Regular Interest J, REMIC II Regular Interest K and REMIC II Regular Interest L
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

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designated as the sole Class of "residual interests" in REMIC II within the
meaning of Section 860G(a)(2). The Class A1, Class A2, Class A3, Class B,
Class C, Class D, Class E, Class F, Class G, Class H, Class J, Class K and
Class L Certificates and each Class X Component are hereby designated as
"regular interests" in REMIC III within the meaning of Section 860G(a)(1) of
the Code and the Class R-III Certificates are hereby designated as the sole
Class of "residual interests" in REMIC III within the meaning of Section
860G(a)(2) of the Code. The Closing Date is hereby designated as the "Startup
Day" of REMIC I, REMIC II and REMIC III within the meaning of Section
860G(a)(9) of the Code. The "latest possible maturity date" of the REMIC I
Regular Interests, REMIC II Regular Interests and the REMIC III Certificates
for purposes of Section 860G(a)(1) of the Code is the Rated Final Distribution
Date.

(b) None of the Depositor, the Trustee, the Master Servicer, the
Fiscal Agent or the Special 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.

ARTICLE III

ADMINISTRATION AND
SERVICING OF THE MORTGAGE LOANS

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

(a) The Master Servicer and the Special Servicer, each as an
independent contractor servicer, shall service and administer the Mortgage
Loans on behalf of the Trust Fund and the Trustee (as trustee for
Certificateholders) in accordance with the Servicing Standard and the Special
Servicing Standard, as applicable.

The Master Servicer's or 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 6.03 hereof). To the extent consistent with the foregoing
and subject to any express limitations set forth in this Agreement, the Master
Servicer and Special Servicer shall seek to maximize the timely and complete
recovery of principal and interest on the Mortgage Notes; provided, however,
that nothing herein contained shall be construed as an express or implied
guarantee by the Master Servicer or Special Servicer of the collectability of
the Mortgage Loans. Subject only to the Servicing Standard and the Special
Servicing Standard, as applicable, the Master Servicer and Special Servicer
shall have full power and authority, acting alone or through subservicers
(subject to paragraph (c) of this Section 3.01 and to Section 3.02), to do or
cause to be done any and all things in connection with such servicing and
administration which it may deem consistent with the Servicing Standard and the
Special Servicing Standard, as applicable, and, in its reasonable judgment, in
the best interests of the Certificateholders, including, without limitation,
with respect to each Mortgage Loan, to prepare, execute and deliver, on behalf
of the Certificateholders and the Trustee or any of them: (i) any and all
financing statements, continuation statements and other documents or
instruments necessary to maintain the lien on each Mortgaged Property and
related collateral; (ii) subject to the terms of this Agreement including but
not limited to Section 3.29 below, any modifications, waivers, consents or
amendments to or with respect to any

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documents contained in the related Mortgage Loan File; and (iii) any and all
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and all other comparable instruments, with respect to the Mortgage
Loans and the Mortgaged Properties. In addition, the Master Servicer or, with
respect to Specially Serviced Mortgage Loans, the Special Servicer shall
determine, in a manner consistent with the Servicing Standard, or the Special
Servicing Standard, as applicable, and subject to Section 3.09, whether to
exercise any right the mortgagee may have under any "due-on-sale" on "due-on-
encumbrance" clause to accelerate payment of the related Mortgage Loan upon, or
to withhold its consent to, any transfer or further encumbrance of the related
Mortgaged Property. Subject to Section 3.11, the Trustee shall, upon the
receipt of a written request of a Servicing Officer, execute and deliver to the
Master Servicer and Special Servicer any powers of attorney and other documents
prepared by the Master Servicer and Special Servicer and necessary or
appropriate (as certified in such written request) to enable the Master
Servicer and Special Servicer to carry out their servicing and administrative
duties hereunder. With respect to its own use of or actions under any such
power of attorney (but not any use made by the other Servicer), each of the
Master 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 and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable and
necessary legal fees and related costs, judgments, and any other costs, fees
and expenses that any such Person may sustain in connection with or as a result
of any use made of any such power of attorney by the Master Servicer or the
Special Servicer, as applicable, the Master Servicer's or the Special
Servicer's respective willful misconduct, bad faith, fraud and/or negligence in
connection therewith or by reason of reckless disregard of its obligations and
duties hereunder in connection therewith.

(b) Unless otherwise provided in the related Mortgage Note, the
Master 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) As of the date hereof, the Master Servicer and SouthTrust have
entered into the SouthTrust Subservicing Agreement and, in addition, each of
the Master Servicer and the Special Servicer may enter into subservicing
agreements with third parties with respect to any of its respective obligations
hereunder, provided, that (i) any such agreement shall be consistent with the
provisions of this Agreement and (ii) a subservicer retained by the Master
Servicer or the Special Servicer, as applicable, shall forward to the Trustee
with copies to the Master Servicer any original document evidencing an
assumption, modification, consolidation or extension of any Mortgage Loan
entered into in accordance with the applicable subservicing agreement within
thirty (30) days of its execution, provided, however, that the subservicer
shall provide the Trustee and Master Servicer with a certified true copy of any
such document submitted for recordation within thirty (30) days of its
execution, and shall use its best efforts to provide the original of any
document submitted for recordation or a copy of such document certified by the
appropriate public recording office or the title company that submitted such
document for recording to be a true and complete copy of the original within
one hundred twenty (120) days of its submission for recordation, and provided
further, that any such agreement with respect to a Mortgage Loan, and any
foreclosure on a Mortgaged Property by a subservicer, shall require the
approval of the Master Servicer or the Special Servicer, as applicable, prior
to the execution thereof, consistent with the terms and provisions of

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this Agreement, and (iii) such agreement shall be consistent with the Servicing
Standard or the Special Servicing Standard, as applicable. Any such
subservicing agreement may permit the subservicer 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 3.01(c).

Any subservicing agreement entered into by the Master Servicer or the
Special Servicer, as applicable, shall provide that it may be assumed or,
except as may be provided in the SouthTrust Subservicing Agreement, terminated
by the Trustee or the Master Servicer, respectively, if the Trustee or the
Master Servicer, respectively, has assumed the duties of the Master Servicer or
the Special Servicer, respectively, or any successor Master Servicer or Special
Servicer, as applicable, without cost or obligation to the assuming or
terminating party or the Trust Fund, upon the assumption by such party of the
obligations of the Master Servicer or the Special Servicer, as applicable,
pursuant to Section 7.02.

Any subservicing agreement, and any other transactions or services
relating to the Mortgage Loans involving a subservicer other than SouthTrust,
shall be deemed to be between the Master Servicer or the Special Servicer, as
applicable, and such subservicer 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
subservicer, except as set forth in Section 3.01(d).

(d) If the Trustee or any successor Master Servicer assumes the
obligations of the Master Servicer, or if the Master Servicer or any successor
Special Servicer assumes the obligations of the Special Servicer, in each case
in accordance with Section 7.02, the Trustee, the Master Servicer or such
successor, as applicable, to the extent necessary to permit the Trustee, the
Master Servicer or such successor, as applicable, to carry out the provisions
of Section 7.02, shall, without act or deed on the part of the Trustee, the
Master Servicer or such successor, as applicable, succeed to all of the rights
and obligations of the Master Servicer or the Special Servicer, as applicable,
under any subservicing agreement entered into by the Master Servicer or the
Special Servicer, as applicable, pursuant to Section 3.01(c), subject to the
right of termination by the Trustee or Master Servicer set forth in Section
3.01(c). In such event, the Trustee, the Master Servicer or the successor
Master Servicer or Special Servicer, as applicable, shall be deemed to have
assumed all of the Master Servicer's or the Special Servicer's interest, as
applicable, therein (but not any liabilities or obligations in respect of acts
or omissions of the Master Servicer or the Special Servicer, as applicable,
prior to such deemed assumption) and to have replaced the Master Servicer or
the Special Servicer, as applicable, as a party to such subservicing agreement
to the same extent as if such subservicing agreement had been assigned to the
Trustee, the Master Servicer or such successor Master Servicer or successor
Special Servicer, as applicable, except that the Master Servicer or the Special
Servicer, as applicable, shall not thereby be relieved of any liability or
obligations under such subservicing agreement that accrued prior to the
succession of the Trustee, the Master Servicer or the successor Master Servicer
or successor Special Servicer, as applicable.

In the event that the Trustee, the Master Servicer or any successor
Master Servicer or Special Servicer, as applicable, assumes the servicing
obligations of the Master Servicer or the Special Servicer, as applicable, upon
request of the Trustee, the Master Servicer or such successor Master Servicer
or Special Servicer, as applicable, the Master Servicer or Special Servicer
shall at its own

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expense (except in the event that the Master Servicer or Special Servicer is
terminated pursuant to Section 6.04(c), in which event, at the expense of the
Certificateholders effecting such termination) deliver to the Trustee, the
Master Servicer or such successor Master Servicer or Special Servicer, as
applicable, all documents and records relating to any subservicing agreement
and the Mortgage Loans then being serviced thereunder and an accounting of
amounts collected and held by it, if any, and will otherwise use its best
efforts to effect the orderly and efficient transfer of any subservicing
agreement to the Trustee, the Master Servicer or the successor Master Servicer
or Special Servicer, as applicable.

SECTION 3.2 Liability of the Master Servicer.

Notwithstanding any subservicing agreement, any of the provisions of
this Agreement relating to agreements or arrangements between the Master
Servicer or Special Servicer and any Person acting as subservicer (or its
agents or subcontractors) or any reference to actions taken through any Person
acting as subservicer or otherwise, the Master Servicer or Special Servicer, as
applicable, shall remain obligated and primarily 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 subservicing agreements or
arrangements or by virtue of indemnification from the Depositor or any other
Person acting as subservicer (or its agents or subcontractors) to the same
extent and under the same terms and conditions as if the Master Servicer or
Special Servicer, as applicable, alone were servicing and administering the
Mortgage Loans. Each of the Master Servicer and the Special Servicer shall be
entitled to enter into an agreement with any subservicer providing for
indemnification of the Master Servicer or Special Servicer, as applicable, by
such subservicer, 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 Master Servicer or the Special Servicer, as applicable, shall use
reasonable efforts to collect all payments called for under the terms and
provisions of the Mortgage Loans it is obligated to service hereunder, and
shall follow the Servicing Standard or the Special Servicing Standard, as
applicable, with respect to such collection procedures. The Special Servicer
with respect to the Specially Serviced Mortgage Loans and the Master Servicer
with respect to the other Mortgage Loans shall use its reasonable efforts to
collect income statements and rent rolls from Mortgagors as required by the
Loan Documents and the terms hereof and the Special Servicer shall provide
copies thereof to the Master Servicer as provided herein. The Master Servicer
shall provide reasonable advance notice to the Special Servicer and Mortgagors
of Balloon Payments coming due. Consistent with the foregoing, the Master
Servicer or Special Servicer, as applicable, may in its discretion waive any
late payment charge in connection with any delinquent Monthly Payment or
Balloon Payment with respect to any Mortgage Loan or Specially Serviced
Mortgage Loan, as applicable. In addition, the Master Servicer and Special
Servicer shall be entitled to take such actions with respect to the collection
of payments on the Mortgage Loans as are permitted or required under Section
3.28 hereof.

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SECTION 3.4 Collection of Taxes, Assessments and Similar Items; Escrow
Accounts.

(a) With respect to each Mortgage Loan (other than any REO Mortgage
Loan), the Master 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 the related Mortgaged
Property and the status of insurance premiums payable with respect thereto.
From time to time, the Master 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 such Mortgaged Properties prior to the
applicable penalty or termination date, in each case employing for such purpose
Escrow Payments as allowed under the terms of the related Mortgage Loan. If a
Mortgagor fails to make any such payment on a timely basis or collections from
the Mortgagor are insufficient to pay any such item before the applicable
penalty or termination date, the Master Servicer shall advance the amount of
any shortfall as a Property Advance unless the Master Servicer determines in
its good faith business judgment that such Advance would be a Nonrecoverable
Advance. The Master Servicer shall be entitled to reimbursement of Advances,
with interest thereon at the Advance Rate, that it makes pursuant to the
preceding sentence from amounts received on or in respect of the related
Mortgage Loan respecting which such Advance was made or if such Advance has
become a Nonrecoverable Advance, to the extent permitted by Section 3.06 of
this Agreement. No costs incurred by the Master 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 Master 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 of being posted by the Master Servicer (including all Escrow
Payments received from the Special Servicer in respect of Specially Serviced
Mortgage Loans). The Master Servicer shall also deposit into each Escrow
Account any amounts representing losses on Permitted Investments pursuant to
Section 3.07(b) and any Insurance Proceeds or Liquidation Proceeds which are
required to be applied to the restoration or repair of any Mortgaged Property
pursuant to the related Mortgage Loan. Escrow Accounts shall be Eligible
Accounts (except to the extent the related Mortgage Loan requires it to be held
in an account that is not an Eligible Account) and shall be entitled "AMRESCO
Management, Inc., as Master Servicer, in trust for LaSalle National Bank, as
Trustee in trust for Holders of AMRESCO Commercial Mortgage Funding I
Corporation, Mortgage Pass-Through Certificates, Series 1997-C1, and Various
Mortgagors". Withdrawals from an Escrow Account may be made by the Master
Servicer only:

(i) to effect timely payments of items constituting Escrow
Payments for the related Mortgaged Property;

(ii) to transfer funds to the Collection Account to reimburse
the Master 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 or late charges or other fees
related thereto;

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(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 related Mortgagor any
interest or investment income earned on funds deposited in the Escrow
Account if such income is required to be paid to the related Mortgagor
under law or by the terms of the Mortgage Loan, or otherwise to the
Master Servicer; and

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

SECTION 3.5 Collection Account and Certificate Account.

(a) The Master Servicer shall establish and maintain or cause to be
established and maintained the Collection Account in the Trustee's name, for
the benefit of the Certificateholders and the Trustee as the Holder of the
REMIC I Regular Interests and REMIC II Regular Interests. The Collection
Account shall be established and maintained as an Eligible Account. The Master
Servicer shall deposit or cause to be deposited in the Collection Account
within two Business Days of being posted by the Master Servicer, the following
payments and collections received or made by it on or with respect to the
Mortgage Loans, except that payments and collections received by the applicable
Seller after the Cut-off Date, after application of all Monthly Payments due on
or before such date, will be deposited in the Collection Account on the later
of the Closing Date or the Business Day following the receipt thereof by the
Seller:

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

(ii) all payments on account of interest on the Mortgage Loans
and the interest portion of all Unscheduled Payments and all Prepayment
Premiums and Yield Maintenance Charges;

(iii) any amounts required to be deposited pursuant to Section
3.07(b), in connection with net losses realized on Permitted Investments
with respect to funds held in the Collection Account;

(iv) all Net REO Proceeds withdrawn from an REO Account
pursuant to Section 3.17(b);

(v) any amounts received from Mortgagors which represent
recoveries of Property Protection Expenses, to the extent not permitted
to be retained by the Master Servicer or the Special Servicer as
provided herein or required to be deposited in an Escrow Account;

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(vi) any other amounts required by the provisions of this
Agreement to be deposited into the Collection Account by the Master
Servicer or Special Servicer, including, without limitation, proceeds of
any repurchase of a Mortgage Loan pursuant to Section 2.03(b) hereof;
and

(vii) any Servicer Prepayment Interest Shortfalls for the next
Distribution Date into the Collection Account on the Remittance Date.

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
(subject to Section 3.12 hereof), 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
Master Servicer and, to the extent permitted by applicable law, the Master
Servicer or the Special Servicer, as applicable in accordance with Section 3.12
hereof, shall be entitled to retain any such charges and fees received with
respect to the Mortgage Loans. In the event that the Master Servicer deposits
in the Collection Account any amount not required to be deposited therein, it
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 Certificate Account
in the name of the Trustee, in trust for the benefit of the Certificateholders
and the Trustee as the Holder of the REMIC I Regular Interests and REMIC II
Regular Interests. The Certificate Account shall be established and maintained
as an Eligible Account.

(c) Funds in the Collection Account and the Certificate Account may
only be invested in Permitted Investments in accordance with the provisions of
Section 3.07. The Master 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 Master 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):

(i) to remit to the Trustee for deposit in the Certificate
Account the amounts required to be deposited in the Certificate Account
pursuant to Section 4.06;

(ii) to pay or reimburse the Trustee, the Fiscal Agent and the
Master Servicer for Advances (provided, that the Trustee and Fiscal
Agent shall have priority with respect to such payment or
reimbursement), the Master Servicer's right to reimburse any such Person
pursuant to this clause (ii) being limited to either (x) any collections
on or in respect of the particular Mortgage Loan or REO Property with
respect to which 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 reimbursed from recoveries in
respect of the related Mortgage Loan or REO Property after a Final
Recovery Determination;

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(iii) (A) to pay to the Master Servicer, the Trustee or the
Fiscal Agent the Advance Interest Amount relating to P&I Advances, and
(B) to pay to the Master Servicer, the Trustee or the Fiscal Agent any
Advance Interest Amounts not relating to any P&I Advances (provided that
in the case of both (A) and (B), the Trustee and the Fiscal Agent shall
have priority with respect to such payments);

(iv) to pay on or before each Remittance Date to the Master
Servicer and the Special Servicer, as applicable, as compensation, the
aggregate unpaid Servicing Compensation and Special Servicing
Compensation, respectively, to be paid, in the case of the Servicing
Fee, from interest received on the related Mortgage Loan, and in the
case of the Special Servicing Fee and Principal Recovery Fee, as
provided in Section 3.12, and to pay from time to time to the Master
Servicer in accordance with Section 3.07(b) any interest or investment
income earned on funds deposited in the Collection Account (the Master
Servicer may rely on a certification of the Special Servicer as to
amounts of Special Servicing Compensation to be withdrawn pursuant to
this clause (iv)); provided, however, that the Servicing Compensation
other than the Servicing Fee and the Special Servicing Compensation
other than the Special Servicing Fee shall be paid to the Master
Servicer and the Special Servicer, as applicable, only to the extent
received, in accordance with Section 3.12;

(v) to remit to the Certificate Account, an amount equal to
the Trustee Fee in respect of the immediately preceding month to be paid
from interest received on the related Mortgage Loan;

(vi) to pay on or before each Distribution Date to the
applicable Seller or other Originator, 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 2.03(b) or Section 3.18 all
amounts received thereon during the related Collection Period and
subsequent to the date as of which the amount required to effect such
purchase or repurchase was determined;

(vii) to the extent not reimbursed or paid pursuant to any other
clause of this Section 3.06, to reimburse or pay the Master Servicer,
the Trustee, the Special Servicer, the Depositor or the Fiscal Agent, as
applicable, for unpaid Servicing Compensation, Special Servicing
Compensation and other unpaid items incurred by such Person pursuant to
any provision 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 (vii) 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;

(viii) to reimburse itself, the Special Servicer, the Depositor
or the Trustee, as the case may be, for any unreimbursed expenses
reasonably incurred by such Person in respect of any Breach or Defect
giving rise to a repurchase obligation of any Mortgage Loan Seller under
Section 7 of the related Mortgage Loan Purchase Agreement, including,
without limitation, any expenses arising out of the enforcement of the
repurchase obligation, each

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such Person's right to reimbursement pursuant to this clause (viii) with
respect to any Mortgage Loan being limited to that portion of the
Purchase Price paid for such Mortgage Loan that represents such expense
in accordance with clause (iv) of the definition of Repurchase Price;

(ix) to transfer to the Trustee for 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, REMIC II or REMIC III under the
circumstances and to the extent described in Section 4.05;

(x) to remit to SouthTrust any Retained Interest relating to
the SouthTrust Loans and any SouthTrust Prepayment Premiums and
SouthTrust Yield Maintenance Charges previously remitted by SouthTrust
to the Master Servicer and not returned to SouthTrust, and to remit any
Retained Interest relating to the Ordway Loan to the rightful owner of
such Retained Interest;

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

(xii) to clear and terminate the Collection Account pursuant to
Section 9.01.

The Master 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 clauses (ii)-(viii) and (x)
above.

The Master 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 or the Fiscal Agent or a
certificate of a Servicing Officer, as applicable, describing the item and
amount to which such Person is entitled. The Master 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 Master
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 the Servicing Compensation (including investment
income), or Trustee Fees, Special Servicing Compensation, Advances, Advance
Interest Amounts, their respective expenses hereunder to the extent such fees
and expenses are to be reimbursed or paid from amounts on deposit in the
Collection Account pursuant to this Agreement (and to have such amounts paid
directly to third party contractors for any invoices approved by the Trustee,
the Master Servicer or the Special Servicer, as applicable) and any federal,
state or local taxes imposed on any of REMIC I, REMIC II or REMIC III.

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SECTION 3.7 Investment of Funds in the Collection Account, the REO
Account, the Lock-Box Accounts, the Cash Collateral
Accounts and the Reserve Accounts.

(a) The Master Servicer (or with respect to any REO Account, the
Special Servicer), may direct any depository institution maintaining the
Collection Account, any Mortgagor Accounts (subject to the second succeeding
sentence) and any REO Account (each, for purposes of this Section 3.07, 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, but in no event having a maturity date in
excess of 365 days from inception. Any direction by the Master Servicer, the
Special Servicer, or subservicer to invest funds on deposit in an Investment
Account shall be in writing. In the case of any Escrow Account, Lock-Box
Account, Cash Collateral Account or Reserve Account (the "Mortgagor Accounts"),
the Master Servicer shall act upon the written request of the related Mortgagor
or Manager to the extent the Master Servicer is required to do so under the
terms of the respective Mortgage Loan or related documents, provided that in
the absence of appropriate written instructions from the related Mortgagor or
Manager meeting the requirements of this Section 3.07, the Master Servicer
shall have no obligation to, but will be entitled to, direct the investment of
funds in such accounts in Permitted Investments. 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 control of the Master Servicer (or the Special
Servicer, with respect to any REO Accounts), 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 Master Servicer or, with
respect to REO Accounts, the Special 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 Master Servicer or the Special
Servicer or any losses resulting therefrom, whether from Permitted Investments
or otherwise. The Master Servicer shall have no responsibility or liability
with respect to the investment directions of the Special Servicer, any
Mortgagor or Manager 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 Master 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 Master 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.

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(b) All income and gain realized from investment of funds deposited
in any Investment Account shall be for the benefit of the Master Servicer
(except as provided in the SouthTrust Subservicing Agreement and except with
respect to the investment of funds deposited in (i) any Mortgagor Account,
which shall be for the benefit of the related Mortgagor to the extent required
under the Mortgage Loan or applicable law, or (ii) any REO Account, which shall
be for the benefit of the Special Servicer), and, if held in the Collection
Account or REO Account shall be subject to withdrawal by the Master Servicer or
the Special Servicer, as applicable, in accordance with Section 3.06 or Section
3.17(b) or the SouthTrust Subservicing Agreement, as applicable. The Master
Servicer (or with respect to any REO Account, the Special Servicer) shall
deposit from its own funds into the Collection Account or any REO Account, as
applicable, the amount of any loss incurred in respect of any such Permitted
Investment immediately upon realization of such loss; provided, however, that
the Master Servicer or the Special Servicer, as applicable, may reduce the
amount of such payment to the extent it forgoes any investment income in such
Investment Account otherwise payable to it. The Master Servicer shall also
deposit from its own funds in any Mortgagor Account the amount of any loss
incurred in respect of Permitted Investments, except to the extent that amounts
are invested for the benefit of the Mortgagor under the terms of 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 greater than 50% of the Percentage Interests 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 Master Servicer, or Special
Servicer, as applicable, 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) Consistent with the Servicing Standard, the Master Servicer on
behalf of the Trustee, as mortgagee, shall cause the related Mortgagor to
maintain, to the extent required by each Mortgage Loan (other than REO Mortgage
Loans), and if the Mortgagor 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, (i) fire and hazard
insurance with extended coverage on the related Mortgaged Property in an amount
which is at least equal to the lesser of (A) one hundred percent (100%) of the
then "full replacement cost" of the improvements and equipment, (excluding
foundations, footings and excavation costs), without deduction for physical
depreciation, and (B) the outstanding principal balance of the related Mortgage
Loan or such greater 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 and provided such policy shall
include a "replacement cost" rider and (ii) such other insurance as is required
in the related Mortgage Loan. Consistent with the Special Servicing Standard,
the Special Servicer shall maintain, to the extent available at

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commercially reasonable rates, fire and hazard insurance with extended coverage
on each REO Property (subject to the provisions of this Agreement concerning
Nonrecoverable Advances) in an amount which is at least equal to one hundred
percent (100%) of the then "full replacement cost" of the improvements and
equipment (excluding foundations, footings and excavation costs), without
deduction for physical depreciation. If the Special Servicer does not maintain
the insurance described in the preceding sentence or the required flood
insurance described below, the Master Servicer shall, as soon as practicable
after receipt of notice of such failure, maintain such insurance, and if the
Master Servicer does not maintain such insurance, the insurance required in the
first sentence of this Section 3.08(a) or the required flood insurance
described below (if the related Mortgagor fails to maintain such insurance),
the Trustee shall, as soon as practicable after receipt of notice of such
failure, maintain such insurance, provided that, in each such case, such
obligation will be subject to the provisions of this Agreement concerning
Nonrecoverable Advances. Consistent with the Special Servicing Standard, the
Special Servicer shall maintain, to the extent available at commercially
reasonable rates, with respect to each REO Property (i) public liability
insurance providing such coverage against such risks as the Special Servicer
determines, consistent with the related Mortgage and the Special Servicing
Standard, to be in the best interests of the Trust Fund, (ii) insurance
providing coverage against 24 months of rent interruptions and (iii) such other
insurance as was required pursuant to the terms of the related Mortgage Loan.
All insurance required to be maintained in compliance with this Section 3.08(a)
shall be from a Qualified Insurer, so long as such requirement is not
inconsistent with the applicable Loan Documents. Any amounts collected by the
Master Servicer or the Special Servicer under any such policies (other than
amounts required to be applied to the restoration or repair of the related
Mortgaged Property or amounts to be released to the Mortgagor in accordance
with the terms of the related Mortgage) shall be deposited into the Collection
Account pursuant to Section 3.05, subject to withdrawal pursuant to Section
3.06. Any cost incurred by the Master Servicer or the Special 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 other additional insurance
other than flood insurance or earthquake insurance subject to the conditions
set forth below is to be required of any Mortgagor or to be maintained by the
Master Servicer other than pursuant to the terms of the related Mortgage 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 (other than an REO Property) is located in a federally designated
special flood hazard area, the Master Servicer will use its best efforts to
cause the related Mortgagor to maintain, to the extent required by each
Mortgage Loan, and if the related Mortgagor does not so maintain, will itself
obtain (subject to the provisions of this Agreement concerning Nonrecoverable
Advances) flood insurance in respect thereof. 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
(i) is located in a federally designated special flood hazard area or (ii) is
related to a Mortgage Loan pursuant to which earthquake insurance was in place
at the time of origination and continues to be available at commercially
reasonable rates, the Special Servicer will obtain (subject to the provisions
of this Agreement concerning Nonrecoverable Advances) flood insurance and/or
earthquake insurance in respect thereof providing substantially the same
coverage as described in the preceding sentences or, with respect to earthquake
insurance, in the amount required

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by the Mortgage Loan or, if not specified, in-place at origination. In the
case of any insurance otherwise required to be maintained pursuant to this
Section that is not being so maintained because the Master Servicer or the
Special Servicer, as applicable, has determined that it is not available at
commercially reasonable rates, the Master Servicer or the Special Servicer, as
applicable, shall deliver an Officer's Certificate to the Trustee and each
Rating Agency which details the steps that were taken in seeking such insurance
and the factors which led to the determination that such insurance was not so
available. Costs to the Master Servicer or Special Servicer of maintaining
insurance policies pursuant to this Section 3.08 shall be paid by the Master
Servicer as a Property Advance and shall be reimbursable to the Master Servicer
with interest at the Advance Rate, which reimbursement may be effected under
Section 3.06(ii) or (vii).

The Master Servicer (or the Special Servicer, with respect to the
Specially Serviced Mortgage Loans) agrees to prepare and present, on behalf of
itself, the Trustee and the Certificateholders, claims under each related
insurance policy maintained pursuant to this Section 3.08(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.

All insurance policies required hereunder shall name the Trustee or the
Master Servicer or the Special Servicer, on behalf of the Trustee as the
mortgagee (or owner with respect to REO Property), as loss payee.

(b) (I) If the Master Servicer or the Special Servicer, as
applicable, obtains and maintains a blanket insurance policy insuring
against fire and hazard losses on all of the Mortgaged Properties (other
than REO Properties) as to which the related Mortgagor has not
maintained insurance required by the related Mortgage Loan or on all of
the REO Properties, as the case may be, it shall conclusively be deemed
to have satisfied its respective obligations concerning the maintenance
of insurance coverage set forth in Section 3.08(a). Any such blanket
insurance policy shall be maintained with a Qualified Insurer. A
blanket insurance policy may contain a deductible clause, in which case
the Master Servicer or the Special Servicer, as applicable, shall, in
the event that (i) there shall not have been maintained on the related
Mortgaged Property a policy otherwise complying with the provisions of
Section 3.08(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 any such deductible limitation, the deductible
limitation which is consistent with the Servicing Standard or the
Special Servicing Standard, as applicable. In connection with its
activities as Master Servicer or Special Servicer hereunder, as
applicable, the Master Servicer or the Special Servicer, respectively,
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) If the Master Servicer or the Special Servicer, as
applicable, causes any Mortgaged Property or REO Property to be covered
by a master force placed insurance

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policy, such policy shall be issued by a Qualified Insurer and provide
no less coverage in scope and amount for such Mortgaged Property or REO
Property than the insurance required to be maintained pursuant to
Section 3.08(a) in which case the Master Servicer or Special Servicer
shall conclusively be deemed to have satisfied its respective
obligations to maintain insurance pursuant to Section 3.08(a). Such
policy may contain a deductible clause, in which case the Master
Servicer or the 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 3.08(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 or the Special Servicing
Standard, as applicable.

(c) The Master Servicer and the Special Servicer shall each maintain
a fidelity bond in the form and amount that would meet the servicing
requirements of prudent institutional commercial mortgage lenders and loan
servicers. The Master Servicer and the Special Servicer each 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 Master Servicer and the Special
Servicer, as applicable. In addition, the Master 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 lenders and loan
servicers. The Master Servicer shall cause each and every subservicer 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 Master Servicer
pursuant to this Section 3.08(c). All fidelity bonds and policies of errors
and omissions insurance obtained under this Section 3.08(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
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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then, for so long as such Mortgage Loan is included in the Trust Fund,
the Master Servicer or Special Servicer, as applicable, on behalf of the Trust
Fund shall enforce such due-on-sale clause and in connection therewith shall
(a) accelerate payments thereon or (b) withhold its consent to such an
assumption to the extent permitted under the terms of the related Mortgage Loan
only if (x) such provision is exercisable under applicable law or such exercise
is not reasonably likely to result in meritorious legal action by the Mortgagor
and (y) the Master Servicer or Special Servicer, as applicable, determines, in
accordance with the Servicing Standard or the Special Servicing Standard, as
applicable, that such enforcement or the withholding of such consent would be
likely to result in a greater recovery, on a present value basis (discounting
at the related Mortgage Interest Rate) than would a waiver of such clause. If
the Master Servicer or Special Servicer, as applicable, determines that such
enforcement or the withholding of such consent would not be likely to result in
a greater recovery, the Master Servicer or Special Servicer, as applicable, is
authorized to take or enter into an assumption agreement from or with the
Person to whom the related Mortgaged Property has been or is about to be
conveyed, and to release the original Mortgagor from liability upon the
Mortgage Loan and substitute the new Mortgagor as obligor thereon provided that
(A) the credit status of the prospective new Mortgagor is in compliance with
the Master Servicer's or Special Servicer's regular commercial mortgage
origination or servicing standards and criteria (as evidenced in writing by the
Master Servicer or Special Servicer) and the terms of the related Mortgage and
(B) for individual Mortgage Loans, groups of Mortgage Loans to a single
Mortgagor or groups of cross-collateralized, cross-defaulted Mortgage Loans, in
any such case with an aggregate unpaid principal balance in excess of 5% of the
aggregate principal balance of the Mortgage Loans as of the Closing Date, the
Master Servicer or the Special Servicer, as applicable, has received written
confirmation from the Rating Agencies that such assumption or substitution
would not, in and of itself, cause a downgrade, qualification or withdrawal of
the then current ratings assigned to the Certificates. The Master Servicer or
Special Servicer shall notify the Trustee that any such assumption or
substitution agreement has been completed by forwarding to the Trustee the
original copy of such agreement, which copies shall be added to the related
Mortgage Loan File and shall, for all purposes, be considered a part of such
Mortgage Loan File to the same extent as all other documents and instruments
constituting a part thereof.

(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
mortgagee's option) become due and payable upon the creation of any lien
or other encumbrance on the related Mortgaged Property, or

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

then, for so long as such Mortgage Loan is included in the Trust Fund,
the Master Servicer or the Special Servicer, as applicable, on behalf of the
Trust Fund, shall (x) enforce such due-on-encumbrance clause and accelerate the
payments thereon or (y) consent to the creation of any such lien or other
encumbrance only if the Master Servicer or Special Servicer, as applicable, (1)
determines, in accordance with the Servicing Standard or Special Servicing
Standard, as applicable, that such consent would be in the best interests of
the Trust Fund and (2) receives prior written

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confirmation from the Rating Agencies stating that such consent would not, in
and of itself, cause a downgrade, qualification or withdrawal of any of the
then current ratings assigned to the Certificates.

(c) Nothing in this Section 3.09 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 3.09, neither the Master Servicer nor the
Special Servicer shall agree to modify, waive or amend, and no assumption or
substitution agreement entered into pursuant to Section 3.09(a) shall contain
any terms that are different from, any term of any Mortgage Loan or the related
Mortgage Note, other than pursuant to Section 3.29.

SECTION 3.10 Appraisals; Realization Upon Defaulted Mortgage Loans.

(a) Contemporaneously with the earliest of (i) the effective date of
any (A) modification of a Mortgage Interest Rate, principal balance or
amortization terms of any Mortgage Loan, or any other term of a Mortgage Loan,
(B) extension of the Maturity Date of a Mortgage Loan as described below in
Section 3.29(c), or (C) consent to the release of any Mortgaged Property from
the lien of the related Mortgage other than pursuant to the terms of the
related Mortgage Loan, (ii) the occurrence of any Collateral Value Adjustment
Event, (iii) a default in the payment of a Balloon Payment, or (iv) the date on
which the Special Servicer, consistent with the Special Servicing Standard
determines that an Updated Appraisal should be obtained, the Special Servicer
shall obtain an Updated Appraisal; provided, however, that the Special Servicer
shall not be required to obtain an Updated Appraisal pursuant to clauses (i)
through (iii) above with respect to any Mortgaged Property for which there
exists an appraisal which is less than twelve months old; provided, further,
that if either the Special Servicer or an Affiliate thereof owns more than 51%
of the Most Subordinate Class of Certificates then outstanding, then the
Trustee shall obtain such Updated Appraisal. Upon the occurrence of any event
giving rise to a subsequent Collateral Value Adjustment (including the
Delinquency referred to in the definition of Collateral Value Adjustment Event)
more than twelve months after an appraisal was obtained with respect to a
previous Collateral Value Adjustment, the Special Servicer will order a new
Updated Appraisal as described above, within 30 days of the occurrence of any
such event giving rise to a subsequent Collateral Value Adjustment and will
adjust the amount of the Collateral Value Adjustment in accordance therewith.
The Special Servicer shall obtain letter updates to each Updated Appraisal
annually and prior to the Special Servicer granting extensions beyond one year
or any subsequent extension after granting a one year extension with respect to
the same Mortgage Loan; for so long as any Mortgage Loan for which an Updated
Appraisal has been obtained is included in the Trust Fund, the Special Servicer
shall obtain a new Updated Appraisal with respect to an Updated Appraisal which
is more than three years old.

(b) Upon the occurrence of a material default under a Specially
Serviced Mortgage Loan, except as otherwise specifically provided in Section
3.09(a) and (b), the Special Servicer may, consistent with the Special
Servicing Standard, accelerate such Specially Serviced Mortgage Loan

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and elect to sell such Specially Serviced Mortgage Loan or commence a
foreclosure or other acquisition with respect to the related Mortgaged Property
or Properties, provided, that, the Special Servicer determines that such sale
or acceleration and foreclosure are more likely to produce a greater recovery
to Certificateholders on a present value basis (discounting at the related
Mortgage Interest Rate) than would a waiver of such default or an extension or
modification in accordance with the provisions of Section 3.29 hereof. In
connection with any sale or foreclosure or other acquisition, the Master
Servicer shall pay the costs and expenses in any such proceedings as an Advance
unless the Master Servicer determines, in its good faith judgment, that such
Advance would constitute a Nonrecoverable Advance. The Master 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 Sections
3.06(ii), (iii) and (vii). If the Master Servicer determines that any such
Advance would be a Nonrecoverable Advance, the Special Servicer may, consistent
with the Special Servicing Standard, determine to pay any such costs it deems
necessary to minimize the Realized Losses related to such Mortgage Loan, and
such costs shall be an expense of the Trust Fund.

(c) If the Special Servicer elects to proceed with a non-judicial
foreclosure in accordance with the laws of the state where the Mortgaged
Property is located, the Special Servicer shall not be required to pursue a
deficiency judgment against the related Mortgagor or any other liable party if
the laws of the 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 the deficiency judgment and such determination is evidenced by an
Officers' Certificate delivered to the Trustee.

(d) 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
Special Servicer) or a separate trustee or co-trustee on behalf of the Trustee
as holder of the REMIC I Regular Interests, REMIC II 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 9.01) be considered to be an REO Loan held in the Trust
Fund until such time as the related REO Property shall be sold by the Trust
Fund and shall be reduced only by collections net of expenses. Consistent with
the foregoing, for purposes of all calculations hereunder, so long as such REO
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 Mortgage Note shall have been
discharged, such Mortgage 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) Subject to Section 1.02(b), Net REO Proceeds received in
any month shall be applied to amounts that would have been payable under
the related Mortgage Note in accordance with the terms of such Mortgage
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;

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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 Mortgage Note and such amortization schedule until such
principal has been paid in full and then to other amounts due under such
Mortgage Loan. If such 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.

(e) Notwithstanding any provision herein 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, REMIC II or REMIC III
under the REMIC Provisions or cause REMIC I, REMIC II or REMIC III to
fail to qualify as a REMIC at any time that any Certificate is
outstanding.

(f) 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
Mortgagor 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 interest or other equity interest by the Trust Fund will not cause
the imposition of a tax on REMIC I, REMIC II or REMIC III under the REMIC
Provisions or cause REMIC I, REMIC II or REMIC III to fail to qualify as a
REMIC at any time that any Certificate is outstanding.

(g) 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 in any
Mortgagor pledged pursuant to a pledge agreement and thereby be the beneficial
owner of a Mortgaged Property, or 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 Special Servicing
Standard, based on an updated environmental assessment report prepared by an
Independent Person who regularly conducts environmental audits, that:

(i) 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

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best economic interest of the Trust Fund to take such actions as are
necessary to bring such Mortgaged Property in compliance therewith, and

(ii) 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 the affected Mortgaged Property.

In the event that the environmental assessment first obtained 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 to
be conducted by an Independent Person who regularly conducts such tests as the
Special Servicer shall deem prudent to protect the interests of
Certificateholders. Any such tests shall be deemed part of the environmental
assessment obtained by the Special Servicer for purposes of this Section 3.10.

(h) The environmental assessment contemplated by Section 3.10(g)
shall be prepared within three months of the determination that such assessment
is required by any Independent Person who regularly conducts environmental
audits for purchasers of commercial property where the Mortgaged Property is
located, as determined by the Special Servicer in a manner consistent with the
Special Servicing Standard. The Master Servicer shall advance the cost of
preparation of such environmental assessments unless the Master Servicer
determines, in its good faith judgment, that such Advance would be a
Nonrecoverable Advance. The Master Servicer shall be entitled to reimbursement
of Advances (with interest at the Advance Rate) made pursuant to the preceding
sentence in the manner set forth in Section 3.06. If the Master Servicer
determines that any such Advance would be a Nonrecoverable Advance, the Special
Servicer may, consistent with the Special Servicing Standard, determine to pay
such costs of preparation as it deems necessary to minimize the Realized Losses
related to such Mortgage Loan, and such costs shall be an expense of the Trust
Fund.

(i) If the Special Servicer determines pursuant to Section 3.10(g)(i)
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 in compliance
therewith, or if the Special Servicer determines pursuant to Section
3.10(g)(ii) 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 investigation, testing,
monitoring, 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, but only if the Trustee has mailed notice to the
Holders of the 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 greater
than 50% of the aggregate Voting Rights of such Classes directing the Special
Servicer not to take such action. Notwithstanding the foregoing, if the
Special Servicer

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reasonably determines that it is likely that within such 30-day period
irreparable environmental harm to such Mortgage Property would result from the
presence of such Hazardous Materials and provides a prior written statement to
the Trustee setting forth the basis for such determination, then the Special
Servicer may take such action to remedy such condition as may be consistent
with the Special Servicing Standard. None of the Trustee, the Master Servicer
or the Special Servicer shall be obligated to take any action or not take any
action pursuant to this Section 3.10(i) at the direction of the
Certificateholders unless the Certificateholders agree to indemnify the
Trustee, the Master Servicer and the Special Servicer with respect to such
action or inaction.

(j) The Special Servicer shall report to the IRS and to the related
Mortgagor, in the manner required by applicable law, the information required
to be reported regarding any Mortgaged Property which is abandoned or
foreclosed or regarding any cancellation of indebtedness with respect to any
Mortgage Loan. The Special Servicer shall deliver a copy of any such report to
the Trustee and the Master Servicer.

(k) The costs of any Updated Appraisal obtained pursuant to this
Section 3.10 shall be paid by the Master Servicer as an Advance and shall be
reimbursable from the Collection Account (or from the Cash Collateral Account
to the extent Advances are otherwise reimbursable therefrom pursuant to this
Section 3.10).

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

Upon the payment in full of any Mortgage Loan, or the receipt by the
Master Servicer of a notification that payment in full has been escrowed in a
manner customary for such purposes, the Master Servicer shall immediately
notify the Trustee or 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 3.05 have been or will be so
deposited) of a Servicing Officer and shall request delivery to it of the
Mortgage Loan 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 Master 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
Loan File (or any portion thereof) designated in such Request for Release to
the Master Servicer or Special Servicer, as applicable. Upon return of the
foregoing to the Custodian, or in the event of a liquidation or conversion of
the Mortgage Loan into an REO Property, receipt by the Trustee of 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 Certificate
Account have been so deposited, or that such Mortgage Loan has become an REO
Property, the Custodian shall deliver a copy of the Request for Release to the
Master Servicer or 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

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a Mortgaged Property or to any legal action brought to obtain judgment against
any Mortgagor on the Mortgage Note or Mortgage or to obtain a deficiency
judgment, or to enforce any other remedies or rights provided by the Mortgage
Note or Mortgage or otherwise available at law or in equity. 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 invalidate or otherwise affect the lien of the Mortgage,
except for the termination of such a lien upon completion of the foreclosure or
trustee's sale.

SECTION 3.12 Master Servicing Fees, Trustee Fees and Special Servicing
Compensation.

(a) As compensation for its activities hereunder, the Master Servicer
shall be entitled with respect to each Mortgage Loan to the Servicing Fee,
which shall be payable from amounts on deposit in the Collection Account as set
forth in Section 3.06(iv). The Master 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 Master Servicer's responsibilities and obligations under
this Agreement. In addition, the Master Servicer shall be entitled to receive,
as additional Servicing Compensation, to the extent permitted by applicable law
and the related Mortgage Loans, any late payment charges (to the extent not
allocable to pay Advance Interest Amounts with respect to P&I Advances made in
respect of the related Mortgage Loan), Assumption Fees, loan service
transaction fees, loan modification fees, extension fees, beneficiary statement
charges, demand charges, amounts collected for checks returned for insufficient
funds, and any similar items (but not including any Prepayment Premiums) in
each case to the extent received, or to the extent actually paid by a
Mortgagor, with respect to a 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 3.05; the Master Servicer shall also be entitled
pursuant to, and to the extent provided in, Sections 3.06(iv) and 3.07(b) to
withdraw from the Collection Account and to receive from any Mortgagor Accounts
(to the extent not payable to the related Mortgagor under the Mortgage Loan or
applicable law), any interest or other income earned on deposits therein; the
Master Servicer shall also be entitled to receive (a) Prepayment Interest
Excesses (as set forth in the following paragraph), and (b) any Default
Interest actually collected on the Mortgage Loans, but only to the extent that
(1) such Default Interest is allocable to the period (not to exceed 60 days)
when the related Mortgage Loan did not constitute a Specially Serviced Mortgage
Loan or REO Property and such Mortgage Loan does not become a Specially
Serviced Mortgage Loan and (2) such Default Interest is not allocable to pay
any portion of interest accrued on P&I Advances made in respect of the related
Mortgage Loan.

Notwithstanding anything set forth in this Agreement, the Master
Servicer's compensation for the period ending on a Distribution Date shall be
reduced (but not below zero) by an amount equal to the Servicer Prepayment
Interest Shortfall. The Master Servicer shall be entitled to retain on any
Distribution Date any excess of all Prepayment Interest Excesses for such
Distribution Date over all Prepayment Interest Shortfalls for such Distribution
Date.

As compensation for its activities hereunder on each Distribution Date,
the Trustee shall be entitled with respect to each Mortgage Loan to the Trustee
Fee, which shall be payable from amounts on deposit in the Collection Account
as set forth in Section 3.06(v). The Trustee shall pay the

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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 Master Servicer shall pay all
expenses incurred by it in connection with its servicing activities hereunder,
including all fees of any subservicers retained by it. Except as otherwise
provided herein, the Trustee shall pay all expenses incurred by it in
connection with its activities hereunder.

(b) As compensation for its activities hereunder, the Special
Servicer shall be entitled with respect to each Specially Serviced Mortgage
Loan to the Special Servicing Fee, which shall be payable only from amounts
received in respect of each Specially Serviced Mortgage Loan, or following a
liquidation in which Net Liquidation Proceeds are insufficient to pay accrued
Special Servicing Fees, from funds on deposit in the Collection Account as set
forth in Section 3.06(iv). In addition, the Special Servicer shall be entitled
to, with respect to any Specially Serviced Mortgage Loan (other than an
extended Balloon Loan) that is liquidated or restored to a performing status
for at least three consecutive months, a Principal Recovery Fee, which fee
shall be payable from amounts on deposit in the Collection Account actually
received in respect of such Specially Serviced Mortgage Loan. The Special
Servicer's rights to the Special Servicing Fee and Principal Recovery Fee may
not be transferred in whole or in part except in connection with the transfer
of all of the Special Servicer's responsibilities and obligations under this
Agreement. In addition, the Special Servicer shall be entitled to receive, as
additional servicing compensation, to the extent permitted by applicable law
and the related Loan Documents, any Assumption Fees, extension fees and
modification fees received on or with respect to any Specially Serviced
Mortgage Loan. The Special Servicer shall also be entitled to late payment
charges and Default Interest paid by the Mortgagors on Specially Serviced
Mortgaged Loans, but only to the extent such amounts are not needed to pay
interest on P&I Advances in respect of the related Mortgage Loan.

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

(c) The Master Servicer, the Special Servicer, the Fiscal Agent and
the Trustee shall be entitled to reimbursement from the Trust Fund for the
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)(iii). Such expenses
shall include, by way of example and not by way of limitation, environmental
assessments, Updated Appraisals and appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses
expressly identified as reimbursable in Section 3.06(vii).

(d) No provision of this Agreement or of the Certificates shall
require the Master Servicer, the Special Servicer, the Trustee or the Fiscal
Agent to expend or risk their own funds that are reimbursable pursuant to this
Agreement or otherwise incur any financial liability in the performance of any
of their duties hereunder or thereunder that is subject to reimbursement
pursuant to the Agreement, or in the exercise of any of their rights or powers,
if, in the good faith business judgment of the Master Servicer, Special
Servicer, Trustee or Fiscal Agent, as the case may be,

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repayment of such funds intended to be so reimbursed would not be ultimately
recoverable from late payments, Net Insurance 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 Master Servicer, the Special Servicer or the Trustee receives a
request or inquiry from a Mortgagor, any Certificateholder or any other Person
the response to which would, in the Master Servicer's or the Trustee's good
faith business judgment require the assistance of Independent legal counsel or
other consultant to the Master Servicer, the Special Servicer or the Trustee,
the cost of which would not be an expense of the Trust Fund hereunder, then the
Master 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 the Mortgagor or such Certificateholder or such other Person, as
applicable, makes arrangements for the payment of the Master Servicer's, the
Special Servicer's or the Trustee's expenses associated with such counsel
(including, without limitation, posting an advance payment for such expenses)
satisfactory to the Master Servicer, the Special Servicer or the Trustee, as
the case may be, in its sole discretion. Unless such arrangements have been
made, the Master 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 Master Servicer shall deliver to the Trustee, the Fiscal
Agent and the Special Servicer, no later than 1:00 p.m. Central time on the
Business Day prior to each Remittance Date prior to each Distribution Date, the
Servicer Remittance Report with respect to the related Distribution Date (which
shall include, without limitation, the Available Distribution Amount for such
related Collection Period) including a written statement of anticipated P&I
Advances for the related Distribution Date, provided, that preliminary reports
containing information regarding the activity occurring in the related
Collection Period shall be delivered on or before the third Business Day
preceding the related Distribution Date. The Master Servicer's
responsibilities under this Section 3.13(a) with respect to REO Loans shall be
subject to the satisfaction of the Special Servicer's obligations under Section
3.26.

(b) For so long as the Master Servicer makes deposits into and
withdrawals from the Collection Account, not later than fifteen days after each
Distribution Date, the Master Servicer shall forward to the Trustee a statement
prepared by the Master 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 and showing the aggregate amount of deposits into and
withdrawals from the Collection Account of each category of deposit specified
in Section 3.05 and each category of withdrawal specified in Section 3.06 for
the related Collection Period. The Trustee and its agents and attorneys may at
any time during normal business hours, upon reasonable notice, inspect and copy
the books, records and accounts of the Master Servicer solely relating to the
Mortgage Loans and the performance of its duties hereunder.

(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 Master Servicer or the Special Servicer pursuant to this Agreement.

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SECTION 3.14 Annual Statement as to Compliance.

The Master Servicer and the Special Servicer (the "reporting person")
each shall deliver to the Trustee, the Depositor and to the Rating Agencies on
or before April 30 of each year, beginning with April 30, 1998, an Officer's
Certificate stating, as to each signatory thereof, (i) that a review of the
activities of the reporting person 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, the reporting person 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 related subservicer has fulfilled its obligations
under its subservicing 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, REMIC II or REMIC III 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 April 30 of each year, beginning with April 30, 1998, the
Master Servicer and the Special Servicer (the "reporting person") each at the
reporting person's expense shall cause a firm of nationally recognized
Independent public accountants (who may also render other services to the
reporting person) which is a member of the American Institute of Certified
Public Accountants to furnish a statement (an "Accountant's Statement") to the
Trustee, the Depositor and to the Rating Agencies, to the effect that (i) it
has obtained from the Master Servicer or the Special Servicer, as the case may
be, a letter of representation regarding certain matters from the management of
the Master Servicer or the Special Servicer, as the case may be, which includes
an assertion that the Master Servicer or the Special Servicer, as the case may
be, has maintained an effective internal control system with respect to the
servicing of the Mortgage Loans and has complied with certain minimum mortgage
loan servicing standards (to the extent applicable to commercial and
multifamily mortgage loans), identified in the Uniform Single Attestation
Program for Mortgage Bankers established by the Mortgage Bankers Association of
America, with respect to the Master Servicer's or the Special Servicer's, as
the case may be, servicing of commercial and multifamily mortgage loans during
the most recently completed calendar year and (ii) on the basis of an
examination conducted by such firm substantially in accordance with generally
accepted auditing standards established by the American Institute of Certified
Public Accountants, such assertion is fairly stated in all material respects,
subject to such exceptions and other qualifications that, in the opinion of
such firm, such standards require it to report. In rendering its report such
firm may rely, as to the matters relating to the direct servicing of commercial
and multifamily mortgage loans by subservicers, upon comparable reports of
firms of independent certified public accountants rendered on the basis of
examinations conducted in accordance with the same standards (rendered within
one year of such statement) with respect to those subservicers. Each reporting
person shall obtain from the related accountants, or shall prepare, an
electronic version of each Accountant's Statement and provide such electronic
version to the Trustee for filing in accordance with the procedures set forth
in Section 3.22 hereof. With respect to any electronic version of an
Accountant's Statement

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prepared by the reporting person, the reporting person shall receive written
confirmation from the related accountants

SECTION 3.16 Access to Certain Documentation.

The Master Servicer (and the subservicer pursuant to the SouthTrust
Subservicing Agreement) and Special Servicer shall provide to any
Certificateholders that are federally insured financial institutions, the
Federal Reserve Board, the FDIC and the Office of Thrift Supervision 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, Office of Thrift Supervision or any such governmental or regulatory body,
such access being afforded without charge but only upon reasonable request and
during normal business hours at the offices of the Master Servicer and Special
Servicer. Nothing in this Section 3.16 shall detract from the obligation of
the Master Servicer (and the subservicer pursuant to the SouthTrust
Subservicing Agreement) and Special Servicer to observe any applicable law
prohibiting disclosure of information with respect to the Mortgagors, and the
failure of the Master Servicer (and the subservicer) and Special Servicer 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 and REO Account
Properties.

(a) In the event that title to any Mortgaged Property is acquired for
the benefit of Certificateholders in foreclosure, by deed in lieu of
foreclosure or upon abandonment or reclamation from bankruptcy, the deed or
certificate of sale shall be taken in the name of the Trustee, or its nominee
(which shall not include the Master Servicer), or a separate trustee or co-
trustee, on behalf of the Trust Fund. 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 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
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 event such two-year period shall be 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 such period
(taking into account extensions) by 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 hereof. The Special Servicer shall
manage, conserve, protect and operate each REO Property for the
Certificateholders solely for the purpose of its prompt disposition and sale in
a manner which does not cause such REO Property to fail to qualify as
"foreclosure property" within

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the meaning of Section 860G(a)(8) of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a)).

(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 the
manner in which the Special Servicer manages and operates similar property
owned or managed by the Special Servicer or any of its Affiliates, 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
"Midland Loan Services, L.P. in trust for LaSalle National Bank, as Trustee, in
trust for Holders of AMRESCO Commercial Mortgage Funding I Corporation,
Mortgage Pass-Through Certificates, Series 1997-C1, REO Account." The Special
Servicer shall be entitled to withdraw for its account any interest or
investment income earned on funds deposited in an REO Account to the extent
provided in Section 3.07(b). The Special Servicer shall deposit or cause to be
deposited in the REO Account within one Business Day after receipt all revenues
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 and for other
Property Protection Expenses with respect to such REO Property, including:

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

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

(iii) all costs and expenses reasonable and necessary to
protect, maintain, manage, operate, repair and restore any REO Property;
and

(iv) any taxes imposed on REMIC I, REMIC II or REMIC III in
respect of net income from foreclosure property in accordance with
Section 4.05.

To the extent that such REO Proceeds are insufficient for the purposes
set forth in clauses (i) through (iii) above, the Special Servicer shall
provide written notice of such shortfall to the Master Servicer at least five
Business Days prior to the date that such amounts are due (or, in the event
that the Special Servicer determines, in accordance with the Special Servicing
Standard, that an emergency exists requiring immediate payment of any amount
described in clauses (i) - (iii), such notice shall be provided at least two
Business Days prior to such date). If such notice is provided in accordance
with the preceding sentence, the Master Servicer shall advance the amount of
such shortfall unless the Master Servicer determines, in its good faith
judgment, that such Advance would be a Nonrecoverable Advance. If the Master
Servicer fails to make any such Advance in violation of the immediately
preceding sentence, the Trustee shall make such Advance; and if the Trustee
fails to make any such Advance, the Fiscal Agent shall make such Advance,
unless in either case, the Trustee or the Fiscal Agent determines that such
Advance would be a Nonrecoverable Advance. The

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Trustee and the Fiscal Agent shall be entitled to rely, conclusively, on any
determination by the Master Servicer that an Advance, if made, would be a
Nonrecoverable Advance. The Trustee and the Fiscal Agent, in determining
whether or not a proposed Advance would be a Nonrecoverable Advance, shall be
subject to the standards applicable to the Master Servicer hereunder. The
Master Servicer, the Trustee or the Fiscal Agent, as applicable, shall be
entitled to reimbursement of such Advances (with interest at the Advance Rate)
made pursuant to the preceding sentence, to the extent set forth in Section
3.06. The Special Servicer shall withdraw from each REO Account and remit to
the Master Servicer for deposit into the Collection Account on a monthly basis
three Business Days prior to the related Remittance Date the Net REO Proceeds
received or collected from each REO Property, except that in determining the
amount of such Net REO Proceeds, the Special Servicer may retain in each 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 ten
percent 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 allow any Person to Directly Operate
any REO Property on any date more than 90 days after its date of
acquisition by the Trust Fund, unless such Person is an Independent
Contractor;

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, the fees and expenses of which shall be an expense of the Trust
Fund and payable out of REO Proceeds, 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 any REO Property other than through an
Independent Contractor

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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;

(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) The Special Servicer shall notify the Depositor, the Master
Servicer and the Trustee hereto of the results of each appraisal obtained
pursuant to Section 3.10.

(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 Sections 3.17(a) and 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, the Special Servicer shall deliver to the Trustee an Officers'
Certificate to the effect that pursuant to Section 3.10, 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 any Specially Serviced Mortgage Loan or any REO Property or,
subject to the following sentence,

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purchase any such Specially Serviced Mortgage Loan or REO Property (in each
case at the Repurchase Price therefor), but shall, in any event, so offer to
sell any 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
Officers' Certificate and give the Trustee not less than ten Business Days
prior written notice of its intention to sell any Specially Serviced Mortgage
Loan or REO Property, in which case the Special Servicer shall accept the
highest offer (of at least three offers) received from any Person for any
Specially Serviced Mortgage Loan or any REO Property in an amount at least
equal to the Repurchase Price therefor or, at its option, if it has received no
offer at least equal to the Repurchase Price therefor, purchase the Specially
Serviced Mortgage Loan or REO Property at the Repurchase Price.

In the absence of any such offer or purchase by the Special Servicer,
the Special Servicer shall accept the highest 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 highest offeror is a Person other than an Interested
Person, or is determined to be a fair price by the Trustee in accordance with
Section 3.18(b), if the highest offeror is an Interested Person; provided, that
the Trustee shall be entitled to engage, at the expense of the Trust Fund, an
Independent appraiser to determine whether the highest offer is a fair price
and, further provided, that if the highest offeror is an Interested Person such
offer shall not be accepted if it is less than the Repurchase Price, unless the
Rating Agencies have confirmed, in writing, that such acceptance will not, in
itself, result in the qualification, downgrade or withdrawal of the then-
current ratings assigned to the Certificates. 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.

The Special Servicer shall not be obligated by either of the foregoing
paragraphs or otherwise to accept the highest offer if the Special Servicer
determines, in accordance with the Special Servicing Standard, that rejection
of such offer would be in the best interests of the Certificateholders. In
addition, the Special Servicer may accept a lower offer if it determines, in
accordance with the Special 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), provided that the offeror is not an Affiliate of the
Special Servicer. 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, consistent with the
Special Servicing Standard, to sell any REO Property prior to the Rated Final
Distribution Date.

(b) In determining whether any offer received from an Interested
Person represents a fair price for any Specially Serviced Mortgage Loan or any
REO Property, the Trustee may conclusively rely on the opinion of an
Independent appraiser or other expert in real estate matters retained by the
Trustee at the expense of the Trust Fund. In determining whether any offer
constitutes a fair price

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for any Specially Serviced Mortgage Loan or any REO Property, the Special
Servicer (if the highest offeror is not an Interested Person) 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, as applicable, among other factors, any Updated Appraisal previously
obtained, the period and amount of any delinquency on the affected Specially
Serviced Mortgage Loan, 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).

(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 Fiscal Agent, the Depositor, the Master 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,
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 Master Servicer, the Depositor, the Fiscal Agent 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, if the offeror is
an Interested Person, the Trustee.

(d) The Special Servicer shall file information returns regarding the
abandonment or foreclosure of Mortgaged Properties with IRS at the time and in
the manner required by the Code.

(e) The proceeds of any sale after deduction of the expenses of such
sale incurred in connection therewith shall be promptly, and in any event
within one Business Day following receipt thereof, deposited in the Collection
Account in accordance with Sections 3.05(a)(i) and (ii).

SECTION 3.19 Additional Obligations of the Master Servicer and Special
Servicer; Inspections.

The Master 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 in any event shall inspect each
Mortgaged Property securing a Mortgage Note with a Scheduled Principal Balance
(or in the case of a Mortgage Note secured by more than one Mortgaged Property,
having an Allocated Loan Amount) of (A) $2,000,000 or more at least once every
12 months and (B) less than $2,000,000 at least once every 24 months, in each
case commencing as of July 1997 (or at such lesser frequency as each Rating
Agency shall have confirmed in writing to the Master Servicer will not result
in a downgrade, qualification or withdrawal of the then current ratings
assigned to any Class of the Certificates), provided, that if any Mortgage Loan
(a) becomes a Specially Serviced Mortgaged Loan, or (b) has a debt service
coverage ratio of less than 1.0, each related Mortgaged Property shall be
inspected by the Special Servicer as soon as practicable and thereafter at
least every 12 months for so long as any Monthly Payment with respect to such
Mortgage Loan remains delinquent.

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SECTION 3.20 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 Master 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 Master 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 and
the Master 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 and the Master 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 3.20, the Trustee promptly shall appoint a successor
Authenticating Agent, which shall be acceptable to the Master 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 3.20.

The Authenticating Agent shall have no responsibility or liability for
any action taken by it as such at the direction of the Trustee. Any reasonable
compensation paid to the Authenticating Agent shall be an unreimbursable
expense of the Trustee.

SECTION 3.21 Appointment of Custodians.

The Trustee may appoint one or more Custodians to hold all or a portion
of the Mortgage Loan 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 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 debt rating of at least "BBB" from Fitch and S&P, unless the Trustee
shall have received prior written confirmation from each Rating Agency that the
appointment of such Custodian would not cause such Rating Agency to withdraw,
qualify or downgrade any of its then-current ratings on the Certificates, and
shall be qualified to do business

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in the jurisdiction in which it holds any Mortgage Loan File. Each Custodial
Agreement may be amended only as provided in Section 10.07. Each Custodian
shall keep in force during the term of the applicable Custodial 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
under such Custodial Agreement in the form and amount that would meet the
custodial requirements of prudent institutional commercial mortgage lenders and
loan servicers. Any compensation paid to the Custodian shall be an
unreimbursable expense of the Trustee. The Trustee shall serve as the initial
Custodian.

SECTION 3.22 Reports to the Securities and Exchange Commission;
Available Information.

(a) Promptly following December 31, 1997, the Master Servicer shall
file a Form 15 with the Commission and send a copy thereof to the Trustee.
Prior to the effective date of such filing, the Master Servicer shall prepare
and sign on behalf of the Trust Fund any and all Exchange Act Reports;
provided, however, that the Depositor shall prepare, sign and file with the
Commission the initial Form 8-K relating to the Trust Fund. Each Exchange Act
Report consisting of a Monthly Distribution Statement and any Special Event
Report shall be prepared as an exhibit or exhibits to a Form 8-K. Each
Exchange Act Report consisting of an Annual Report on Form 10-K shall identify
the aggregate number of Holders of Public Certificates and Direct Participants
holding positions in Public Certificates as of December 31 (or the nearest
Business Day if such date is not a Business Day) of the related year. For each
Exchange Act Report, the Master Servicer shall prepare (i) a manually-signed
paper version of such report and (ii) an electronic version of such report,
which version shall be prepared as a Microsoft Word for Windows file (or in
such other format as the Trustee and the Master Servicer may agree), provided,
that, with respect to the electronic version of each Exchange Act Report
consisting of a Monthly Distribution Statement, the Master Servicer need only
deliver an electronic version of the related Form 8-K and the Trustee shall
attach an electronic version of the related Monthly Distribution Statement
thereto as an exhibit. For as long as such filings are required, Exchange Act
Reports consisting of (i) a Monthly Distribution Statement shall be delivered
within ten days after the related Distribution Date; and (ii) a Special Event
Report shall be delivered within ten days after the occurrence of an event
being reported or the date on which the Master Servicer has knowledge of the
occurrence of such event, whichever is later. Electronic versions of each
Exchange Act Report shall be delivered by the Trustee, with respect to the
Monthly Distribution Statement, or the Master Servicer, with respect to Special
Event Reports, to the Depositor on a computer diskette (delivered by courier in
packaging designed to shield such diskette from damage in transmission) or by
means of electronic data transfer system mutually agreed upon by the Depositor,
the Trustee and the Master Servicer. Manually-signed copies of each Exchange
Act Report shall be delivered to the Depositor to the address shown in this
Agreement (or such other Persons as are designated in writing by the
Depositor), with a copy to the Trustee. The Depositor shall file each Exchange
Act Report with the Commission by means of the EDGAR system no later than five
Business Days after receipt thereof from the Master Servicer.

The Depositor shall pay any expenses (including attorney's fees and
filing fees) incurred in connection with the preparation of any Exchange Act
Report for filing by means of the EDGAR system.

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If information for any Exchange Act Report is incomplete by the date on
which such report is required to be delivered to the Depositor hereunder, the
Master Servicer shall prepare and execute a Form 12b-25 under the Exchange Act
and shall deliver an electronic version of such form to the Depositor for
filing electronically. The Depositor shall file such electronic version no
later than the date on which the related Exchange Act Report is required to be
filed under the Exchange Act. The Master Servicer shall deliver the related
report in electronic form to the Depositor when such information is available
and such completed report shall be filed electronically by the Depositor in the
manner provided above. If the Depositor experiences unanticipated technical
difficulties preventing the timely preparation and submission of any electronic
filing of an Exchange Act Report, the Depositor shall file such Exchange Act
Report, under cover of Form TH, in paper format no later than one Business Day
after the date on which such Exchange Act Report was required to be filed
under the Exchange Act and shall file the related Exchange Act Report as soon
as reasonably practicable thereafter.

None of the Master Servicer, the Special Servicer and the Trustee shall
file a Form ID with respect to the Depositor.

For as long as the Trust Fund is required to file Exchange Act Reports,
the Trustee shall solicit any and all proxies of the Certificateholders in
accordance with the Exchange Act and this Agreement whenever such proxies are
required to be solicited pursuant to this Agreement or applicable law.

(b) For as long as the Trust Fund is required to file Exchange Act
Reports, the Master Servicer shall promptly prepare a report (each, a "Special
Event Report") reporting (i) any notice from a Mortgagor or insurance company,
or any knowledge otherwise obtained, regarding an upcoming voluntary or
involuntary prepayment (including that resulting from a casualty or
condemnation); provided that a request by a Mortgagor or other Person 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; (ii)
any imminent or actual default on a Mortgage Loan that results or which the
Master Servicer, after consultation with the Special Servicer, reasonably
believes is likely to result in the acceleration of the indebtedness due under
such Mortgage Loan; (iii) the results of any property inspection which has
revealed any material damage or deterioration or the presence of any
environmental condition with respect to any Mortgaged Property; (iv) any notice
from a Mortgagor, or any knowledge otherwise obtained, regarding any litigation
involving such Mortgagor or any related Mortgaged Property which the Master
Servicer reasonably believes is likely to have an adverse effect on the
Mortgaged Property or the ability of such Mortgagor to pay the amounts due
under the related Mortgage Loan; (v) any notice received from a Mortgagor,
Manager or tenant of a Mortgaged Property, or any knowledge otherwise obtained,
regarding the material default of such tenant under the terms of its lease or
early termination by either the tenant or the Mortgagor of such lease, the
bankruptcy of such tenant or its direct or indirect parent, or the loss of a
license or permit relating to the Mortgaged Property; (vi) any amendment,
modification or waiver of a material provision of a Mortgage Loan; (vii) any
event of which the Master Servicer has actual knowledge (other than an event
covered by clause (i)) which would result in the release of any part of the
Mortgaged Property; provided, however, that in the event that the Master
Servicer after consulting with the Depositor and the Special Servicer
determines in its good faith judgment that any of the

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preceding items will not materially affect the interests of the
Certificateholders, the Master Servicer shall omit such item from the reporting
obligation described above.

The Special Servicer shall report to the Master Servicer any
circumstance which, in the reasonable judgment of the Special Servicer
constitutes one of the foregoing events within five Business Days of the
Special Servicer having knowledge of such circumstance. In addition, in
connection with their servicing of the Mortgage Loans, the Master Servicer and
the Special Servicer shall provide to each other and to the Trustee written
notice of any other known event with respect to a Mortgage Loan or REO Property
that the Master Servicer or the Special Servicer, respectively, determines
would have a material adverse effect on such Mortgage Loan or REO Property,
which notice shall include an explanation as to the reason for such material
adverse effect.

(c) The Special Servicer shall collect all information available
pursuant to the Specially Serviced Mortgage Loans and shall furnish such
information, without modification, interpretation or analysis (except that the
Special Servicer will use its best efforts to isolate management fees and
funded reserves from Mortgagor reported expenses, if necessary), to the Master
Servicer on or prior to the tenth day of each month with respect to information
relating to the prior month and in a form sufficient to permit the Master
Servicer to fulfill its obligations in this Section. Once per applicable
period, the Master Servicer shall prepare a Summary Report based on information
provided to the Master Servicer by the Special Servicer and similar information
collected by the Master Servicer available pursuant to the non-Specially
Serviced Mortgage Loans. The Master Servicer shall deliver a copy of each
Summary Report to each Rating Agency and the Trustee and will publish such
Summary Report (deleting all information identifying Mortgagors) on a World
Wide Web site maintained by it. The Master Servicer will advise the Trustee of
the address of its Web site. None of the Master Servicer, the Special Servicer
and the Trustee shall be responsible for the completeness or accuracy of such
information provided by the Mortgagors.

(d) To the extent that the expenses or duties of the Master Servicer
are not materially increased, the Master Servicer shall, in accordance with
such reasonable rules and procedures as it may adopt (which may include the
requirement that an agreement that provides that such information shall be used
solely for purposes of evaluating the investment characteristics of the
Certificates be executed to the extent the Master Servicer deems such action to
be necessary or appropriate), also make available any additional information
relating to the Mortgage Loans, the Mortgaged Properties or the Mortgagors, for
review by the Depositor, the Rating Agencies and any other Persons to whom the
Master Servicer believes such disclosure is appropriate, in each case except to
the extent doing so is prohibited by applicable law or by any related Loan
Documents related to a Mortgage Loan; provided, however, that under the
SouthTrust Subservicing Agreement the subservicer has no obligation to make
available or supply information required under this Section 3.22(d) to such
other Persons if in doing so the subservicer is subject to any material
additional expense beyond that required hereunder not otherwise reimbursable
under the terms of this Agreement, and in such case the Master Servicer shall
not provide such additional information relating to SouthTrust Loans.

(e) The Trustee shall deliver a copy of each Summary Report and
Annual Compliance Statement to each Rating Agency and, upon request, to each
Certificateholder and Beneficial Owner (provided that each Certificateholder
and Beneficial Owner may only make one request per month and will be required
to pay any expenses incurred by the Trustee in connection with the provision

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of such information). The Trustee shall also deliver a copy of each Special
Event Report to each Rating Agency, Certificateholder and, if known, Beneficial
Owner within two Business Days of receipt. The Trustee shall deliver the
foregoing information and reports regardless of whether the Trust Fund is still
filing Exchange Act Reports. The Trustee shall also make available at its
offices primarily responsible for administration of the Trust Fund, during
normal business hours, or send to the requesting party at the expense of each
such requesting party (other than the Rating Agencies) for review by the
Depositor, the Rating Agencies, any Certificateholder, any Person identified to
the Trustee by a Certificateholder as a prospective transferee of a Certificate
and any other Persons designated by the Depositor the following items: (i)
this Agreement, (ii) all Monthly Distribution Statements, (iii) all Annual
Compliance Reports, (iv) all Summary Reports and (v) all Special Event Reports.

The Master Servicer and the Special Servicer shall make available at its
offices during normal business hours, or send to the requesting party at the
expense of each such requesting party (other than the Rating Agencies) for
review by the Depositor, the Trustee, the Rating Agencies, any
Certificateholder, any Person identified to the Master Servicer or the Special
Servicer, as applicable, by a Certificateholder as a prospective transferee of
a Certificate and any other Persons to whom the Master Servicer or the Special
Servicer, as applicable, believes such disclosure to be appropriate the
following items: (i) all financial statements, occupancy information, rent
rolls, average daily room rates and similar information received by the Master
Servicer or the Special Servicer, as applicable, from each Mortgagor, (ii) the
inspection reports prepared by or on behalf of the Master Servicer or the
Special Servicer, as applicable, in connection with the property inspections
pursuant to Section 3.19, (iii) any and all modifications, waivers and
amendments of the terms of a Mortgage Loan entered into by the Master Servicer
or the Special Servicer, as applicable and (iv) any and all officer's
certificates and other evidence delivered to the Trustee and the Depositor to
support the Master Servicer's determination that any Advance was, or if made
would be, a Nonrecoverable Advance. Copies of any and all of the foregoing
items shall be available from the Master Servicer or the Special Servicer, as
applicable, or the Trustee, as applicable, upon request.

(f) Notwithstanding the obligations of the Master Servicer and
Special Servicer set forth in the preceding provisions of this Section 3.22,
the Master Servicer and Special Servicer may withhold any information not yet
included in a Form 8-K filed with the Commission or otherwise made publicly
available with respect to which the Trustee or the Master Servicer or Special
Servicer has determined that such withholding is appropriate.

(g) Notwithstanding any provisions in this Agreement to the contrary,
the Trustee shall not be required to review the content of any Exchange Act
Report for compliance with applicable securities laws or regulations,
completeness, accuracy or otherwise, and the Trustee shall have no liability
with respect to any Exchange Act Report filed with the Commission or delivered
to Certificateholders. None of the Master Servicer, the Special Servicer and
the Trustee shall be responsible for the accuracy or completeness of any
information supplied by a Mortgagor or a third party for inclusion in any Form
8-K, and each of the Master Servicer, the Special Servicer 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. None of
the Trustee, the Special Servicer and the Master Servicer shall have any
responsibility or liability with respect to any Exchange Act Report filed by
the

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Depositor, and each of the Master Servicer, the Special Servicer 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.

SECTION 3.23 Lock-Box Accounts, Cash Collateral Accounts, Escrow
Accounts and Reserve Accounts.

The Master Servicer shall administer each Lock-Box Account, Cash
Collateral Account, Escrow Account and Reserve Account in accordance with the
related Mortgage or Loan Agreement, Cash Collateral Account Agreement or Lock-
Box Agreement, if any.

SECTION 3.24 Property Advances.

(a) The Master Servicer (or, to the extent provided in Section
3.24(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
purposes of distributions to Certificateholders and compensation to the Master
Servicer, Special Servicer or Trustee, 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 Master Servicer shall notify the Trustee and the Fiscal Agent
in writing promptly upon, and in any event within one Business Day after,
becoming aware that it will be 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
will 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 the date for payment has passed or if no such
date is specified, then within five Business Days following such notice, the
Trustee, subject to the provisions of Section 3.24(c), 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 3.24, the Fiscal Agent, subject to the provisions of Section 3.24(c),
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.

(c) None of the Master 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 Master 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 Master Servicer or the Trustee, as applicable, 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 Master Servicer
hereunder.

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(d) The Master Servicer, the Trustee and/or the Fiscal Agent, as
applicable, shall be entitled to the reimbursement of Property Advances made by
any of them to the extent permitted pursuant to Section 3.06(ii) of this
Agreement, together with any Advance Interest Amount in respect of such
Property Advances, and the Master Servicer hereby covenants and agrees to
promptly seek and effect the reimbursement of such Property Advances from the
related Mortgagors to the extent permitted by applicable law and the related
Loan Documents.

SECTION 3.25 Appointment of Special Servicer.

(a) Midland Loan Services, L.P. will act as the initial Special
Servicer to service each Specially Serviced Mortgage Loan and perform the other
obligations of the Special Servicer hereunder.

(b) The Controlling Class Representative at any time shall be
entitled to remove the Special Servicer with or without cause and to appoint a
successor Special Servicer, provided that each Rating Agency confirms to the
Trustee in writing that such appointment, in and of itself, will not cause a
downgrade, qualification or withdrawal of the then current ratings assigned to
any Class of Certificates. The Special Servicer shall retain its right to
receive all amounts accrued or owing to it under this Agreement and Principal
Recovery Fees actually received subsequent to such removal in respect of
Specially Serviced Mortgage Loans liquidated or modified prior to such removal,
and which do not thereafter again become Specially Serviced Mortgage Loans, and
the right to the benefits of Section 6.03, notwithstanding any such removal.
The Monitoring Certificateholders shall assume any costs relating to the
removal without cause of the Special Servicer by the Controlling Class
Representative and to the subsequent appointment of a successor Special
Servicer. If there is a Special Servicer Event of Default the Special Servicer
shall be removed and replaced pursuant to Sections 7.01(c) and 7.02.

(c) The appointment of any such successor Special Servicer, shall not
relieve the Master Servicer, the Trustee or the Fiscal Agent of their
respective obligations to make Advances as set forth herein; provided, however,
the Master Servicer shall not be liable for any actions or any inaction of such
successor Special Servicer. Any termination fee payable to the terminated
Special Servicer (and it is acknowledged that there is no such fee payable in
the event of a termination of the Master Servicer as Special Servicer or in the
event of a termination for breach of this Agreement) shall be paid by the
Certificateholders so terminating the Special Servicer and shall not in any
event be an expense of the Trust Fund.

(d) No termination of the Special Servicer and appointment of a
successor Special Servicer shall be effective until the successor Special
Servicer has assumed all of its responsibilities, duties and liabilities
hereunder pursuant to a writing satisfactory to the Master Servicer and
Trustee, and the Trustee has received written confirmation from each Rating
Agency that such appointment would not cause any Rating Agency to qualify,
withdraw or downgrade any of its then current ratings on any Certificates. Any
successor Special Servicer shall make the representations and warranties
provided for in Section 2.04(b), with the necessary changes in points of detail
as are necessary, as to names, offices and the like.

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SECTION 3.26 Transfer of Servicing Between Servicer and Special
Servicer; Record Keeping.

(a) The Master Servicer shall notify the Trustee and the Special
Servicer as promptly as practicable by telephone and in an electronic format
after it becomes aware of (i) any facts or circumstances that might in the
reasonable judgment of the Master Servicer consistent with the Servicing
Standard result in any Mortgage Loan becoming a Specially Serviced Mortgage
Loan or (ii) the occurrence of a Servicing Transfer Event. Upon the occurrence
of a Servicing Transfer Event, the Master Servicer shall use its best efforts
to provide the Special Servicer with all information, documents (but excluding
the original documents constituting the Mortgage Loan File) and records
(including records stored electronically on computer tapes, magnetic discs and
the like) relating to the Mortgage Loan and reasonably requested by the Special
Servicer to enable it to assume its duties hereunder with respect thereto
without acting through a subservicer. The Master Servicer shall use its best
efforts to comply with the preceding sentence within five Business Days after
the occurrence of a Servicing Transfer Event and in any event shall continue to
act as Master Servicer and administrator of such Mortgage Loan until the
Special Servicer has commenced the servicing of such Mortgage Loan, which shall
occur on the Servicing Transfer Date. With respect to each Mortgage Loan that
becomes a Specially Serviced Mortgage Loan, the Master Servicer shall instruct
the related Mortgagor to continue to remit all payments in respect of such
Mortgage Loan to the Master Servicer. The Master Servicer and Special Servicer
may agree that, notwithstanding the preceding sentence, with respect to each
Mortgage Loan that became a Specially Serviced Mortgage Loan, the Master
Servicer shall instruct the related Mortgagor 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 Master Servicer. The Special
Servicer shall remit to the Master Servicer any such payments received by it
pursuant to the preceding sentence within one Business Day of receipt. The
Master Servicer shall forward any notices it would otherwise send to the
Mortgagor of a Specially Serviced Mortgage Loan to the Special Servicer who
shall send such notice to the related Mortgagor.

Upon determining with respect to a Specially Serviced Mortgage Loan that
(i) three consecutive Monthly Payments on a Specially Serviced Mortgage Loan
have been made in accordance with the terms of the related Mortgage Note
(taking into account any grace periods contained therein), (ii) such Mortgage
Loan is current as to payments of principal and interest and (iii) no Servicing
Transfer Event is continuing, the Special Servicer shall immediately give
written notice thereof to the Master Servicer and the Trustee, and upon giving
such notice, such Mortgage Loan shall cease to be a Specially Serviced Mortgage
Loan, the Special Servicer's obligation to service such Mortgage Loan shall
terminate and the obligations of the Master 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 Mortgagor has been instructed,
pursuant to the preceding paragraph, to make payments to the Special Servicer,
upon such determination, the Special Servicer shall instruct the related
Mortgagor to remit all payments in respect of such Mortgage Loan directly to
the Master 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 Loan File" for inclusion in the related Mortgage
Loan File (to the extent such documents are in the possession of

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the Special Servicer) and copies of any additional related Mortgage Loan
information, including correspondence with the related Mortgagor, and the
Special Servicer shall promptly provide copies of all of the foregoing to the
Master Servicer as well as copies of any analysis or internal review prepared
by or for the benefit of the Special Servicer.

(c) Not later than the Business Day preceding each date on which the
Master Servicer is required to furnish a report under Section 3.13(a) to the
Trustee, the Special Servicer shall deliver to the Trustee, with a copy to the
Master Servicer, a written statement describing, on a Mortgage Loan by Mortgage
Loan basis, (i) 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 Net Insurance Proceeds and Net Liquidation Proceeds
received with respect to each Specially Serviced Mortgage Loan, and the amount
of net income or net loss, as determined from 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 rental income that does not constitute Rents from Real
Property with respect to the REO Property relating to each applicable Specially
Serviced Mortgage Loan, in each case in accordance with Section 3.17 and (ii)
such additional information relating to the Specially Serviced Mortgage Loans
as the Master Servicer or Trustee reasonably requests for inclusion in such
report.

(d) Notwithstanding the provisions of the preceding subsection (c),
the Master 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 Master
Servicer with any information reasonably required by the Master Servicer to
perform its duties under this Agreement.

(e) The Master Servicer shall furnish to the Special Servicer a
current copy of any "watch list" that it maintains with respect to the Mortgage
Loans.

SECTION 3.27 Master Servicer to Pay Fees of Rating Agencies.

For so long as either Rating Agency shall continue to rate any
Class of Certificates, the Master Servicer shall pay from its own funds the
monitoring, surveillance and other fees of such Rating Agency in connection
with maintenance of such rating or ratings, without any right of reimbursement
therefor.

SECTION 3.28 Limitations on and Authorizations of the Master Servicer
and Special Servicer with Respect to Certain Mortgage
Loans.

(a) With respect to any Specially Serviced Mortgage Loan which
permits the related Mortgagor, with the consent or grant of a waiver by the
mortgagee, to incur additional indebtedness or to amend or modify the related
Mortgagor's organizational documents, then the Special Servicer may only
consent to either such action, or grant a waiver with respect thereto, if the
Special Servicer determines that such consent or waiver is likely to result in
a greater recovery on a present value basis (discounted at the related Mortgage
Interest Rate) than would not consenting to such action and the Special
Servicer first obtains written confirmation from the Rating Agencies that such
consent

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or grant of a waiver would not, in and of itself, result in a downgrade,
qualification or withdrawal of any of the then current ratings assigned to the
Certificates. The Master Servicer shall not be entitled or required to consent
to, or grant a waiver with respect to, either action.

(b) With respect to all Mortgage Loans that provide that the holder
of the related Mortgage Note may apply the monthly payment against principal,
interest and any other sums due in the order as the holder shall determine, the
Master Servicer shall apply such Monthly Payment to interest (other than
Default Interest) under the related Mortgage Loan prior to application to
principal or any other sums due.

(c) To the extent not inconsistent with the related Mortgage Loan,
the Master Servicer shall not consent to a change of franchise affiliation with
respect to a Mortgaged Property unless it obtains written confirmation from the
Rating Agencies that such consent would not, in and of itself, result in a
downgrade, qualification or withdrawal of the then current ratings assigned to
the Certificates.

(d) With respect to the Mortgage Loans that (i) require earthquake
insurance, or (ii) (A) at the date of origination were secured by Mortgaged
Properties on which the related Mortgagor maintained earthquake insurance and
(B) have provisions which enable the Master Servicer to continue to require the
related Mortgagor to maintain earthquake insurance, the Master Servicer shall
require the related Mortgagor to maintain such insurance in the amount, in the
case of clause (i), required by the Mortgage Loan and in the amount, in the
case of clause (ii), maintained at origination, in each case, to the extent
such amounts are available at commercially reasonably rates.

(e) The Master Servicer shall send written notice to each Mortgagor
and the related Manager and clearing bank that, if applicable, the Master
Servicer and/or the Trustee has been appointed as the "Designee" of the
"Lender" under any related Lock-Box Agreement.

SECTION 3.29 Modification, Waiver, Amendment and Consents.

(a) Subject to subsections (b) through (h) below, as applicable, each
of the Master Servicer, any subservicer and the Special Servicer may agree to
any modification, waiver or amendment of any term of any Mortgage Loan.

(b) The Master Servicer, any subservicer or the Special Servicer, as
applicable, shall determine, in accordance with the Servicing Standard or the
Special Servicing Standard, as applicable, that any modification, waiver or
amendment is appropriate.

(c) None of the Master Servicer, any subservicer or the Special
Servicer shall agree to any modification, waiver or amendment of any term of
any Mortgage Loan if such modification, waiver or amendment would:

(i) affect the amount or timing of any related scheduled
payments of principal, interest or other amount (including Prepayment
Premiums and Yield Maintenance Charges) payable under the Mortgage Loan;

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(ii) affect the obligation of the related Mortgagor to pay a
Prepayment Premium or Yield Maintenance Charge or permit a Principal
Prepayment during the applicable Lock-out Period;

(iii) except as expressly provided by the related Mortgage, or
in connection with a material adverse environmental condition at the
related Mortgaged Property, result in a release of the lien of the
related Mortgage on any material portion of such Mortgaged Property
without a corresponding Principal Prepayment; or

(iv) in the judgment of the Master Servicer or the Special
Servicer, as applicable, materially impair the security for the Mortgage
Loan or reduce the likelihood of timely payment of amounts due thereon.

(d) Neither the Master Servicer nor the Special Servicer shall
consent to the modification of any term of a Mortgage Loan pursuant to this
Section 3.29, consent to the release or substitution of any collateral for a
Mortgage Loan or otherwise alter, delete or add, in whole or in part, any legal
right or obligation of the related Mortgagor or the Trustee, as holder of the
related Mortgage Loan, unless such modification would not be a "significant
modification" as such term is defined in Code Section 1001 and applicable
Treasury Regulations thereunder or Treasury Regulations Section 1.860G-2(b)(3).

(e) Notwithstanding anything set forth in Section 3.29(c) or (d), the
Master Servicer or the Special Servicer may, consistent with the Servicing
Standard or the Special Servicing Standard, as applicable, and in compliance
with any applicable Mortgage Loan Document, only allow a substitution of
collateral and the assumption of a Mortgagor's obligations with respect to a
Mortgage Loan (i) in accordance with the terms thereof and (ii) provided the
Master Servicer or Special Servicer, as applicable, has received an Opinion of
Counsel at the expense of the Master Servicer or the Special Servicer, as
applicable, or the Mortgagor (unless the Special Servicer owns the Most
Subordinate Class of Certificates in which case, at the expense of the Trust
Fund), to the effect that the addition of such collateral will not result in a
tax being imposed on the Trust Fund or cause any REMIC created pursuant to this
Agreement to fail to qualify as a REMIC under the REMIC Provisions at any time
the Certificates are outstanding.

(f) Notwithstanding anything set forth in Section 3.29(c), the
Special Servicer may, consistent with the Special Servicing Standard:

(i) reduce the amounts owing under any Specially Serviced
Mortgage Loan by forgiving principal, accrued interest and/or any
Prepayment Premium or Yield Maintenance Charge;

(ii) reduce the amount or change the timing of the Monthly
Payment on any Specially Serviced Mortgage Loan, including by way of a
reduction in the related Mortgage Interest Rate;

(iii) forbear in the enforcement of any right granted under any
Mortgage Note or Mortgage relating to a Specially Serviced Mortgage
Loan;

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(iv) extend the maturity date of any Specially Serviced
Mortgage Loan; and/or

(v) accept a Principal Prepayment during any Lockout Period;

provided, however, that (x) the related Mortgagor is in default with
respect to the Specially Serviced Mortgage Loan or, in the judgment of
the Special Servicer, such default is reasonably foreseeable, (y) in the
sole, good faith judgment of the Special Servicer, such modification,
waiver or amendment would increase the recovery to Certificateholders on
a net present value basis documented to the Trustee, by means of an
officer's certificate of the Special Servicer setting forth the
procedures and considerations of the Special Servicer forming the basis
of the Special Servicer's determination (including but not limited to
information such as related income and expense statements, rent rolls,
occupancy status, property inspections, and an Independent MAI appraisal
of the related Mortgaged Property, if otherwise required pursuant to
this Agreement or the Special Servicing Standard), and (z) such
modification, waiver or amendment does not result in a tax being imposed
on the Trust Fund or cause any REMIC created pursuant to this Agreement
to fail to qualify as a REMIC under the REMIC Provisions at any time the
Certificates are outstanding, based on an Opinion of Counsel obtained at
the expense of the Trust Fund.

(g) Notwithstanding anything set forth in this Agreement, in no event
shall the Special Servicer be permitted to:

(i) extend the maturity date of a Mortgage Loan beyond a date
that is two years prior to the Rated Final Distribution Date; or

(ii) if the Mortgage Loan is secured by a ground lease, extend
the maturity date of such Mortgage Loan beyond a date which is 10 years
prior to the expiration of the term of such ground lease.

(h) [RESERVED]

(i) The Master Servicer or the Special Servicer, as applicable, shall
provide copies of any modifications or extensions to each Rating Agency and the
Controlling Class Representative. All modifications, waivers, amendments and
other actions entered into or taken in respect of the Mortgage Loans pursuant
to this Section 3.29 shall be in writing. The Master Servicer or the Special
Servicer, as applicable, shall notify the other Servicer and the Trustee, in
writing, of any modification, waiver, amendment or other action entered into or
taken in respect of any Mortgage Loan pursuant to this Section 3.29, prior to
the effective date thereof and the date as of which the related modification,
waiver or amendment is to take effect, and shall deliver to the Trustee or the
related Custodian for deposit in the related Mortgage Loan File (with a copy to
the Master Servicer) an original counterpart of the agreement relating to such
modification, waiver, amendment or other action, promptly (and in any event
within 10 Business Days) following the execution thereof. Copies of each
agreement whereby any such modification, waiver or amendment of any term of any
Mortgage Loan is effected shall be made available for review during normal
business hours at the offices of the Special Servicer. Following the execution
of any modification, waiver or amendment agreed to by the Master Servicer or
the Special Servicer, as applicable, pursuant to subsection (a),

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(e) or (f) above, as applicable, such Servicer shall deliver to the Trustee
(with a copy to the Master Servicer, if such agreement is by the Special
Servicer) an Officer's Certificate setting forth in reasonable detail the basis
of the determination made by it pursuant to subsection (a), (e) or (f) above.

(j) [RESERVED]

(k) Any payment of interest which is deferred pursuant to any
modification, waiver or amendment permitted hereunder, shall not, for purposes
hereof, including, without limitation, calculating monthly distributions to
Certificateholders, be added to the unpaid principal balance of the related
Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit
or that such interest may actually be capitalized.

(l) Promptly following the occurrence of a Servicing Transfer Event,
the Special Servicer shall request from the Trustee the name of the current
Controlling Class Representative. Upon receipt of the name of such current
Controlling Class Representative from the Trustee, the Special Servicer shall
notify the Controlling Class Representative of the occurrence of such Servicing
Transfer Event. Officers of the Special Servicer shall, at the request of the
Controlling Class Representative, be reasonably available during regular
business hours to discuss with such Controlling Class Representative objectives
and strategies.

(m) No later than thirty (30) days after a Servicing Transfer Date
for a Mortgage Loan, the Special Servicer shall deliver to the Trustee, the
Master Servicer, each Rating Agency and the Controlling Class Representative a
report (the "Asset Status Report") with respect to such Mortgage Loan and the
related Mortgaged Property. Such Asset Status Report shall set forth the
following information to the extent reasonably determinable:

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

(ii) consideration of alternatives to the exercise of remedies
(such as forbearance relief, modification of the terms and conditions of
such Mortgage Loan, disposition of the Specially Serviced Mortgage Loan
or the related Mortgaged Property and application of the proceeds of
such disposition to the outstanding principal balance of such Mortgage
Loan and interest thereon, or abandonment of the related Mortgaged
Property);

(iii) a discussion of the probable time frames and estimated
amount of any related Property Advances applicable to each of the
alternatives referred to above;

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

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(v) estimated budgets for any operating or capital funds
expected to be required for the related Mortgaged Property;

(vi) the most current rent roll available for and any strategy
for the leasing or releasing of the related Mortgaged Property;

(vii) the Special Servicer's analysis and recommendations (which
will include a discussion of alternative courses of action and a
comparison of the probable benefits and detriments of each alternative
course of action) on how such Specially Serviced Mortgage Loan might be
returned to performing status and returned to the Master Servicer for
regular servicing under this Agreement or otherwise realized upon; and

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

The Controlling Class Representative may object to any Asset Status
Report within 10 Business Days of receipt; provided, however, that the Special
Servicer shall implement the recommended action as outlined in such Asset
Status Report if it makes an affirmative determination that such objection is
not in the best interest of all of the Certificateholders. If the Controlling
Class Representative disapproves such Asset Status Report and the Special
Servicer has not made the affirmative determination described above, the
Special Servicer will revise such Asset Status Report as soon as practicable
thereafter, but in no event later than 30 days after such disapproval. The
Special Servicer shall revise such Asset Status Report as described above in
this subsection (m) until the Controlling Class Representative shall fail to
disapprove such revised Asset Status Report in writing within ten (10) Business
Days of receiving such revised Asset Status Report or until the Special
Servicer makes a determination that such objection is not in the best interest
of all of the Certificateholders or such objection is inconsistent with the
Special Servicing Standard. The Special Servicer may, from time to time,
modify any Asset Status Report it has previously delivered and implement such
report, provided such report shall have been prepared, reviewed and not
rejected pursuant to the terms of this Section. Notwithstanding the foregoing,
the Special Servicer (i) may, following the occurrence of an extraordinary
event with respect to the related Mortgaged Property, take any action set forth
in such Asset Status Report before the expiration of a ten (10) Business Day
period if the Special Servicer has reasonably determined that failure to take
such action would materially and adversely affect the interest of the
Certificateholders and it has made a reasonable effort to contact the
Controlling Class Representative and (ii) in any case, shall determine whether
such disapproval is not in the best interest of all the Certificateholders
pursuant to the Special Servicing Standard.

(n) The Special Servicer shall have the authority to meet with the
Mortgagor for any Specially Serviced Mortgage Loan and take such actions
consistent with Special Servicing Standard and the related Asset Status Report.
The Special Servicer shall not take any action inconsistent with the related
Asset Status Report.

(o) Upon request of any Certificateholder (or any Beneficial Owner,
if applicable, which shall have provided the Trustee with evidence satisfactory
to the Special Servicer and the Trustee of its interest in a Certificate) or
Rating Agency, the Trustee shall mail, without charge, to the

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address specified in such request a copy of the most current Asset Status
Report for any Specially Serviced Mortgage Loan or REO Property.

(p) Prior to delivering an Asset Status Report to any
Certificateholder or Beneficial Owner, the Trustee shall have obtained an
acknowledgment in the form of Exhibit K from the recipient thereof that U.S.
securities law may restrict the use of the information in the Asset Status
Report.

ARTICLE IV

DISTRIBUTIONS TO CERTIFICATEHOLDERS

SECTION 4.1 Distributions.

(a) On each Distribution Date, the Trustee shall apply amounts on
deposit in the Certificate Account, to the extent of the Available Distribution
Amount, in the following order of priority:

(i) any Net Prepayment Premiums, to the Classes of Offered
Certificates and Class X Certificates as follows: to each of the Class
A1, Class A2, Class A3, Class B, Class C, Class D, Class E, and Class F
Certificates, for each such Class, through the Distribution Date on
which the Class Balance of each such Class has been reduced to zero, 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)
25% and (c) the total amount of Net Prepayment Premiums collected during
the related Prepayment Period; any Net Prepayment Premiums remaining
after such distributions shall be applied to the holders of the Class X
Certificates;

(ii) any Net Yield Maintenance Charges, to the Classes of
Offered Certificates and Class X Certificates as follows: to each of the
Class A1, Class A2, Class A3, Class B, Class C, Class D, Class E, and
Class F Certificates, for each such Class, through the Distribution Date
on which the Class Balance of each such Class has been reduced to zero,
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 prepayment and such Class of Offered Certificates and (c) the
aggregate amount of Net Yield Maintenance Charges collected on such
principal prepayment during the related Prepayment Period; any Net Yield
Maintenance Charges collected during the related Prepayment Period
remaining after such distributions shall be applied to the holders of
the Class X Certificates;

(iii) subject to the proviso in clause (v) below, to
distributions of interest on the Classes of Certificates then
outstanding with the highest priority for interest payment as set forth
below in an amount equal to the respective Interest Distribution Amounts
in respect thereof for such Distribution Date and any unpaid portion of
the respective Interest

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Distribution Amounts in respect thereof for any prior Distribution Date
together with interest thereon at the applicable Pass-Through Rate;

(iv) subject to the proviso in clause (v) below, to
distributions of principal equal to the Principal Distribution Amount to
the Classes of Certificates then outstanding in the order set forth
below;

(v) sequentially, to distributions of interest to the
remaining Certificateholders in the priority set forth below in an
amount equal to the Interest Distribution Amounts in respect thereof for
such Distribution Date and any unpaid portion of respective Interest
Distribution Amounts in respect thereof for any prior Distribution Date
together with interest thereon at the applicable Pass-Through Rate,
provided that on any Distribution Date on which the Class Balance of a
Class of Certificates is reduced to zero pursuant to clause (iv) above,
interest distributions pursuant to clause (iii) above will be made to
the Class of Certificates outstanding with the next highest priority for
interest payments prior to making distributions of principal on such
Class pursuant to clause (iv) above;

(vi) sequentially to the Classes of Certificates in the order
set forth below for distribution of principal any amounts recovered
representing Realized Losses previously allocated to such Class in
reduction of its Class Balance; and

(vii) to distributions to the Class R-I Certificateholders, in
an amount equal to the balance, if any.

The priority for interest payments for purposes of clauses (iii) and (v)
above, is: first to distributions of interest on the Class Al, Class A2, Class
A3 and Class X Certificates, pro rata, based on their respective Interest
Accrual Amounts; second to distributions of interest on the Class B
Certificates; third to distributions of interest on the Class C Certificates;
fourth to distributions of interest on the Class D Certificates; fifth to
distributions of interest on the Class E Certificates; sixth, to distributions
of interest on the Class F Certificates; and then sequentially to the Class G,
Class H, Class J, Class K and Class L Certificates up to their respective
Interest Distribution Amounts. The Principal Distribution Amount for such
Distribution Date set forth in clause (iv) above will be applied to the payment
of principal of the Class Al, Class A2, Class A3, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K and Class L Certificates,
in that order, until their respective Class Balances have been reduced to zero;
provided, that on and after any Distribution Date as of which the Class Balance
of the Class B Certificates has been reduced to zero, the Principal
Distribution Amount shall be applied to payments of principal of the Class A1,
Class A2 and Class A3 Certificates, pro rata, based on their respective Class
Balances.

(b) All distributions made with respect to each Class on each
Distribution Date shall be allocated pro rata among the outstanding
Certificates in such Class based on their respective Percentage Interests. All
such distributions with respect to each Class (other than the final
distribution with respect thereto) will be made on each Distribution Date to
the Certificateholders of the respective Class of record at the close of
business on the related Record Date and shall be made by wire transfer of
immediately available funds to the account of any such Certificateholder at a
bank or other entity having appropriate facilities therefor, if such
Certificateholder shall have

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provided the Trustee with wiring instructions no less than five Business Days
prior to the related Record Date (or, in the case of the first Distribution
Date, no later than the Closing Date), or otherwise by check mailed to the
address of such Certificateholder appearing in the Certificate Register. The
final distribution on each Certificate will be made in like manner, but only
upon presentment and surrender of such Certificate at the office of the
Certificate Registrar or such other location specified in the notice to
Certificateholders of such final distribution.

(c) Whenever the Trustee expects that the final distribution with
respect to any Class of Certificates will be made on the next Distribution
Date, the Trustee shall, promptly mail to each Holder on such date of such
Class of Certificates and each Rating Agency a notice to the effect that:

(i) the Trustee expects that the final distribution with
respect to such Class of Certificates will be made on such Distribution
Date but only upon presentation and surrender of such Certificates at
the office of the Certificate Registrar therein specified, and

(ii) no interest shall accrue on such Certificates from and
after such Distribution Date.

Any funds not distributed to any Holder or Holders of Certificates of such
Class on such Distribution Date because of the failure of such Holder or
Holders to tender their Certificates shall, on such date, be set aside and held
in trust and credited to the account of the appropriate non-tendering Holder or
Holders. If any Certificates as to which notice has been given pursuant to
this Section 4.01(c) shall not have been surrendered for cancellation within
six months after the time specified in such notice, the Trustee shall mail a
second notice to the remaining non-tendering Certificateholders to surrender
their Certificates for cancellation in order to receive the final distribution
with respect thereto. If within one year after the second notice all such
Certificates shall not have been surrendered for cancellation, the Trustee,
directly or through an agent, shall take such steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates as
it shall deem appropriate. The costs and expenses of holding such funds in
trust and of contacting such Certificateholders following the first anniversary
of the delivery of such second notice to the non-tendering Certificateholders
shall be paid out of such funds. No interest shall accrue or be payable to any
Certificateholder on any amount held in trust hereunder by the Trustee as a
result of such Certificateholder's failure to surrender its Certificate(s) for
final payment thereof in accordance with this Section 4.01(c).

SECTION 4.2 Statements to Certificateholders; Available Information;
Information Furnished to Financial Market Publisher.

(a) On each Distribution Date, the Trustee shall forward by mail to
each Holder, the Depositor, the Underwriter and each Rating Agency, and to each
Beneficial Owner (which shall have certified to the Trustee that it is a
Beneficial Owner) which shall have requested such report from the Trustee, a
statement as to the distributions made on such Distribution Date setting forth
the information set forth in Exhibit M based, in so far as practicable and
relevant, on the reports furnished to the Trustee by the Master Servicer for
such Distribution Date in accordance with the provisions of this Agreement.

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In addition, on each Distribution Date, the Trustee shall forward by
mail to each Rating Agency, the Special Servicer and the Underwriter each
statement received prior to such Distribution Date prepared by the Master
Servicer pursuant to this Agreement. In addition, if the Underwriter requests
such statement in electronic format, the Trustee shall provide such information
free of charge.

On each Distribution Date, the Trustee shall forward to the Depositor,
to each Rating Agency, to the Underwriter and to the Master Servicer a copy of
the reports forwarded to the Certificateholders on such Distribution Date and,
if not otherwise set forth in such reports a statement setting forth the
amounts, if any, actually distributed with respect to the Certificates on such
Distribution Date. The Trustee shall also provide such reports to the Master
Servicer in an electronic format reasonably acceptable to the Master Servicer
and the Trustee.

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, a statement setting forth for each Class,
as applicable, (i) the Principal Distribution Amount and the amount of the
Available Distribution Amount allocable to principal included therein, and (ii)
the Interest Distribution Amount distributable on such Class and any related
Class X Component and the amount of the Available Distribution Amount allocable
thereto, 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.

Subject to Section 3.29(p), upon request of any Certificateholder (or
any Beneficial Owner, if applicable which shall have provided the Trustee with
evidence satisfactory to the Special Servicer and the Trustee of its interest
in a Certificate) or Rating Agency, the Trustee shall mail, without charge, to
the address specified in such request, a copy of the most current Asset Status
Report for any Specially Serviced Mortgage Loan or REO Property. In addition,
upon receipt of a written request of any Certificateholder (or any Beneficial
Owner, if applicable, which shall have provided the Trustee with evidence
satisfactory to the Master Servicer and the Trustee of its interest in a
Certificate) for a copy of any other report, the Trustee shall forward such
written request to the Master Servicer. To the extent such report is available
to the Master Servicer, the Master Servicer shall deliver a copy thereof to the
Trustee for delivery to the requesting Certificateholder (or Beneficial Owner)
at the address specified in such request. The request, reproduction and
delivery of such report, shall be at the expense of the requesting
Certificateholder (or Beneficial Owner).

(b) The Trustee covenants to furnish or cause to be furnished,
promptly upon the written request of any Holder of a Class X, Class G, Class H,
Class J, Class K, Class L, Class R-I, Class R-II or Class R-III Certificate (or
a Beneficial Owner which shall have certified to the Trustee that it is a
Certificate Owner of any such Class) reasonably current Rule 144A Information
(as defined below) to such Certificateholder or to a prospective transferee of
such a Certificate (or interests in such Certificate) designated by such
Certificateholder, as the case may be, in connection with the resale of such
Certificate or such interests by such Certificateholder pursuant to Rule 144A.
"Rule 144A Information" shall mean the information specified in Rule
144A(d)(4)(i) and (ii) under the Securities Act of 1933, as amended. The
Trustee shall advise the Master Servicer of any request by a Certificateholder
and shall consult with the Master Servicer as to the information to be
supplied.

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Based upon such consultation and to the extent the Trustee is not in possession
of reasonably current Rule 144A Information on the date of any such request,
the Master Servicer shall, upon request from the Trustee, promptly provide the
Trustee with reasonably current Rule 144A Information to the extent reasonably
available. The Trustee may place a disclaimer on any such Rule 144A
Information to the extent it is not the source of such information.

(c) Each of the Trustee, the Master Servicer and the Special Servicer
shall deliver to the Controlling Class Representative copies of all reports or
notices prepared thereby or received thereby.

The Trustee shall only be obligated to deliver the statements, reports
and information contemplated by this Section 4.02 to the extent it receives the
necessary underlying information from the Master Servicer or the Special
Servicer and shall not be liable for any failure to deliver any thereof on the
prescribed due dates, to the extent caused by failure to receive timely such
underlying information. Nothing herein shall obligate the Trustee, the Master
Servicer or the Special Servicer to violate any applicable law prohibiting
disclosure of information with respect to any Mortgagor and the failure of the
Trustee, the Master 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 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 otherwise payable to any
Certificateholder pursuant to federal 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, REMIC II and REMIC III
shall constitute, and that the affairs of each of REMIC I, REMIC II and REMIC
III 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, REMIC II and REMIC III and shall on behalf of
each of REMIC I, REMIC II and REMIC III: (i) prepare, sign and file, or cause

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to be prepared and filed, all required Tax Returns for each of REMIC I, REMIC
II and REMIC III, using a calendar year as the taxable year for each of REMIC
I, REMIC II and REMIC III 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, REMIC II and REMIC III, 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 of the
Code; (iv) if the filing or distribution of any documents of an administrative
nature not addressed in clauses (i) through (iii) of this Section 4.04(a) is
then required by the REMIC Provisions in order to maintain the status of REMIC
I, REMIC II or REMIC III 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, REMIC II
and REMIC III 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 Master Servicer, the Special Servicer or the Trustee and
necessary to make such filing); and (vi) maintain such records relating to each
of REMIC I, REMIC II and REMIC III 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, Class R-II or Class
R-III Certificates shall be the tax matters person of REMIC I, REMIC II or
REMIC III, 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, Class R-II or Class R-III Certificates larger than that held by any other
Holder, the first such Holder to have acquired such Class R-I, Class R-II or
Class R-III 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, REMIC II and REMIC III, and each Holder of a Percentage Interest in the
Class R-I, Class R-II or Class R-III Certificates, by acceptance hereof, is
deemed to have consented to the Trustee's appointment in such capacity and
agrees to execute any documents required to give effect 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, REMIC II or REMIC III or the imposition of tax
on REMIC I, REMIC II or REMIC III (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, the Master Servicer or the
Special Servicer which does not enable the Trustee to comply with any

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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" within 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, REMIC II
or REMIC III to tax (other than a tax at the highest marginal corporate tax
rate on net income from foreclosure property), or (C) cause any of REMIC I,
REMIC II or REMIC III 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 Master 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 4.04. The
Depositor, the Master Servicer and the Special Servicer shall cooperate in a
timely manner with the Trustee in supplying any information within the
Depositor's, the Master Servicer's or the Special Servicer's control that is
reasonably necessary to enable the Trustee to perform its duties under this
Section 4.04.

(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
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; (ii) none of the Master Servicer,
the Special Servicer, the Holders of an aggregate Percentage Interest in excess
of 50% of the Most Subordinate Class of Certificates and the Class R-I
Certificateholders will exercise the right described in Section 9.01 of this
Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage
Loan is repurchased by any Seller pursuant to Article II hereof.

(c) Upon termination of each REMIC the Trustee shall attach the
statement described in Treasury Regulation 1.860F-1 to the final Form 1066
filed with the IRS for such REMIC.

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, REMIC II or
REMIC III, 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) 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 the REO Property (and until such taxes are paid, the Special
Servicer from time to time shall withdraw from the REO Account and transfer to
the Trustee amounts reasonably determined by the Trustee to be necessary to pay
such taxes, which the Trustee shall maintain in a separate, non-interest-
bearing account, and the Trustee shall deposit in the Collection Account the
excess determined by the Trustee from time to time of the amount in such
account over the amount necessary to pay such taxes) and shall be paid
therefrom;

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provided that any such tax imposed on net income from foreclosure property that
exceeds the amount in any such reserve shall be retained from the Available
Distribution Amount as provided in Section 3.06(ix) and the next sentence.
Except as provided in the preceding sentence, the Trustee is hereby authorized
to and shall retain or cause to be retained from the Available Distribution
Amount sufficient funds to pay or provide for the payment of, and to actually
pay, such tax as is legally owed by REMIC I, REMIC II or REMIC III (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, into 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, REMIC II or REMIC III 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 (and return the balance
thereof, if any, to the Collection Account). 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, Class R-II or the Class R-III Certificates as the case may be, and shall
distribute such retained amounts to the Holders of REMIC III Certificates
(other than the Class R-III) Regular Interests, as applicable, until they are
fully reimbursed and then to the Holders of the Class R-I, Class R-II
Certificates or the Class R-III Certificates, as applicable. None of the
Master Servicer, any subservicer, the Special Servicer or the Trustee shall be
responsible for any taxes imposed on REMIC I, REMIC II or REMIC III except to
the extent such tax is attributable to a breach of a representation or warranty
of the Master Servicer, any subservicer, the Special Servicer or the Trustee or
an act or omission of the Master Servicer, any subservicer, the Special
Servicer or the Trustee in contravention of this Agreement in both cases,
provided, further, that such breach, act or omission could result in liability
under Section 6.03, in the case of the Master Servicer or the Special Servicer
or Section 4.04 or Section 8.01, in the case of the Trustee. Notwithstanding
anything in this Agreement to the contrary, in each such case, the Master
Servicer, any subservicer or 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 Master Servicer, any
subservicer or the Special Servicer.

SECTION 4.6 Remittances; P&I Advances.

(a) On each Remittance Date, the Master Servicer shall (1) withdraw
from the Collection Account and remit to the Trustee, by wire transfer of
immediately available funds to the Certificate Account, all amounts on deposit
in the Collection Account as of the close of business on the Determination Date
prior to such Remittance Date; minus:

(i) any permitted charges against or withdrawals from the
Collection Account pursuant to clauses (ii) through (xii) of Section
3.06 hereof; and

(ii) any amounts on deposit in the Collection Account
representing a Monthly Payment due on a Due Date following the
Collection Period for such Determination Date net of any reduction in
the aggregate amount of P&I Advances for such Determination Date
pursuant to Section 4.06(c) (which amounts shall be remitted pursuant to
this Agreement on

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the Remittance Date immediately following the Collection Period in which
such Monthly Payment was due).

and (2) remit to the Trustee any P&I Advances required to be made on or prior
to such Remittance Date pursuant to Section 4.06(b).

(b) To the extent that as of the Determination Date for any month,
the full amount of the Monthly Payment due in such month with respect to any
Mortgage Loan has not been received by the Master Servicer, the Master Servicer
shall remit to the Trustee on the Remittance Date for deposit into the
Certificate Account, a P&I Advance in an amount equal to the excess of such
Monthly Payment (net of any Escrow Payment component, the Servicing Fee and any
Retained Interest relating to such Mortgage Loan) over the amount received;
provided, however, that:

(i) the Master Servicer shall not be required to make a
Nonrecoverable Advance;

(ii) the Master Servicer shall not be required to advance the
full amount of any Balloon Payment not made by the related Mortgagor; to
the extent the Master Servicer is required to make a P&I Advance on and
after the Due Date for such Balloon Payment, such P&I Advance shall not
exceed an amount equal to the Assumed Monthly Payment with respect to
such Mortgage Loan;

(iii) with respect to any Mortgage Loan subject to a Collateral
Value Adjustment, the amount of each required P&I Advance shall not
exceed the product of (x) the Remittance Rate for such Mortgage Loan and
(y) the Adjusted Collateral Value of such Mortgage Loan.

(c) If the Master Servicer determines that a P&I Advance is required,
it shall on or prior to the related Remittance Date deposit in the related
Collection Account out of its own funds an amount equal to the P&I Advance;
provided, however, that the aggregate amount of such P&I Advances for any
Determination Date shall be reduced by any amounts being held for future
remittance to the Master Servicer pursuant to Section 4.06(a)(1)(ii). Any
funds being held in the Collection Account for future distribution and so used
shall be replaced by the related Master Servicer from its own funds by deposit
in the Collection Account on or before any future Remittance Date to the
extent that funds in the Collection Account on such Remittance Date shall be
less than payments to the Trustee required to be made on such date.

(d) If the Master Servicer determines with respect to any Mortgage
Loan that a P&I Advance, if made, would constitute a Nonrecoverable Advance or
that it has made a Nonrecoverable Advance, it shall deliver to the Trustee a
Nonrecoverable Advance Certificate.

(e) If as of 11:00 a.m., New York City time, on any Distribution Date
the Master Servicer shall not have made the P&I Advance required to have been
made on the related Remittance Date pursuant to Section 4.06(a), the Trustee
shall immediately notify the Fiscal Agent by telephone promptly confirmed in
writing, and the Trustee shall no later than 12:00 noon, New York City time, on
such Business Day deposit into the Certificate Account in immediately available
funds an amount equal to the P&I Advances otherwise required to have been made
by the Master Servicer. If the Trustee fails to make any P&I Advance required
to be made under this Section 4.06, the Fiscal Agent

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shall make such P&I Advance not later than 2:00 p.m., New York City time, on
such Business Day and, thereby, the Trustee shall not be in default under this
Agreement.

(f) Neither the Trustee nor the Fiscal Agent shall be obligated to
make a P&I Advance which is otherwise required to be made by this Section 4.06
if the Trustee or 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 Master Servicer, as
set forth in the applicable Nonrecoverable Advance Certificate, that a P&I
Advance, if made, would be a Nonrecoverable Advance (and with respect to a P&I
Advance, the Trustee or the Fiscal Agent, as applicable, shall rely on the
Master Servicer's determination that the Advance would be a Nonrecoverable
Advance if the Trustee or Fiscal Agent, as applicable, determines that it does
not have sufficient time to make such determination); provided, however, that
if the Master Servicer has failed to make a P&I Advance for reasons other than
a determination by the Master Servicer that such Advance would be a
Nonrecoverable Advance, the Trustee or Fiscal Agent, as applicable, shall make
such advance within the time periods required by Section 4.06(g) unless the
Trustee or the Fiscal Agent, in good faith, makes a determination prior to the
times specified in Section 4.06(g) that such advance would be a Nonrecoverable
Advance. The Trustee and the Fiscal Agent, in determining whether or not an
Advance previously made is, or a proposed Advance, if made, would be, a
Nonrecoverable Advance shall be subject to the standards applicable to the
Master Servicer hereunder.

(g) The Master Servicer, the Trustee or the Fiscal Agent, as
applicable, shall be entitled to the reimbursement of P&I Advances it makes to
the extent permitted pursuant to Section 3.06(ii) of this Agreement together
with any related Advance Interest Amount in respect of such P&I Advances to the
extent permitted pursuant to Sections 3.06(ii) and (iii) and the Master
Servicer and Special Servicer hereby covenant and agree to promptly seek and
effect the reimbursement of such Advances from the related Mortgagors to the
extent permitted by applicable law and the related Mortgage Loan.

(h) The Master Servicer shall determine on each Business Day whether
amounts are available in the Collection Account to reimburse the Trustee, the
Fiscal Agent and itself for unreimbursed Advances made pursuant to this
Agreement. The Master Servicer shall withdraw all amounts necessary to make
such reimbursement to the extent such withdrawals are permitted under Section
3.06(ii) and (iii) or Section 3.04(b)(ii), and shall reimburse the Trustee, the
Fiscal Agent and itself, in that order, on each Business Day.

(i) Any failure of the Master Servicer to make an Advance as required
under this Agreement will constitute an event of default hereunder, in which
case the Trustee will be obligated to make any required Advance, in accordance
with the terms of this Agreement.

SECTION 4.7 Allocations of Realized Losses and Collateral Value
Adjustments.

(a) REMIC III. Prior to each Distribution Date, the Master Servicer
shall determine and communicate to the Trustee the total amount of Realized
Losses and Collateral Value Adjustments, if any, that resulted during the
related Collection Period. As soon as practicable following the occurrence of
a Collateral Value Adjustment Event with respect to any Mortgage Loan and
receipt

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of the information described in the next sentence, the Master Servicer shall
make a Collateral Value Adjustment determination with respect to such Mortgage
Loan. As soon as practicable following a Collateral Value Adjustment Event or
an event giving rise to a Realized Loss, and in no event later than the
Determination Date in the related Prepayment Period, the Special Servicer shall
provide to the Master Servicer an Officer's Certificate setting forth the
amount of Net Liquidation Proceeds or other proceeds received during such
Prepayment Period, any Deficient Valuation or portion of principal of such
Mortgage Loan permanently forgiven during such Prepayment Period, or the
appraised value of the Mortgaged Property, as applicable. The amount of each
Realized Loss or Collateral Value Adjustment shall be evidenced by an Officers'
Certificate of the Master Servicer. All Realized Losses and Collateral Value
Adjustments shall be allocated by the Trustee as follows in reduction of the
related Class Balance; provided, however, that a Collateral Value Adjustment
shall result in a reduction of the Class Balance of any Class solely for the
purpose of determining Voting Rights of Holders of various Classes, and a
permanent reduction of the Class Balance of any Class pursuant hereto shall
result only upon the occurrence of a Realized Loss: first, to the Class L
Certificates until the Class Balance thereof has been reduced to zero; second,
to the Class K Certificates until the Class Balance thereof has been reduced to
zero; third, to the Class J Certificates until the Class Balance thereof has
been reduced to zero; fourth, to the Class H Certificates until the Class
Balance thereof has been reduced to zero; fifth, to the Class G Certificates
until the Class Balance thereof has been reduced to zero; sixth, to the Class F
Certificates until the Class Balance thereof has been reduced to zero; seventh,
to the Class E Certificates until the Class Balance thereof has been reduced to
zero; eighth, to the Class D Certificates until the Class Balance thereof has
been reduced to zero; ninth, to the Class C Certificates until the Class
Balance thereof has been reduced to zero; tenth, to the Class B Certificates
until the Class Balance thereof has been reduced to zero; and the remainder of
such Realized Losses and Collateral Value Adjustments to the Class Al, Class A2
and Class A3 Certificates, pro rata, until their respective Class Balances have
been reduced to zero. Amounts allocated to reduce the related Class Balance
will also reduce such Class' Voting Rights in proportion to the other Classes
of Certificates.

(b) REMIC II. On each Distribution Date, all Realized Losses on the
REMIC I Regular Interests for such Distribution Date (or for prior Distribution
Dates, to the extent not previously allocated) shall be allocated to the
Corresponding REMIC II Regular Interests in the amounts and in the manner as
will be allocated to the REMIC III Certificates relating thereto pursuant to
Section 4.07(a).

(c) REMIC I. On each Distribution Date, Realized Losses on each
Mortgage Loan realized during the related Due Period shall reduce the Class
Balance of the Corresponding REMIC I Regular Interest.

SECTION 4.8 REMIC I.

(a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as holder of the REMIC I Regular Interests, for the
following purposes and in the following order of priority:

(i) from the portion of the Available Distribution Amount for
such Distribution Date attributable to interest collected or deemed
collected on or with respect to each

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Mortgage Loan or REO Property, the applicable Interest Distribution
Amount to each Corresponding REMIC I Regular Interest;

(ii) from the portion of the Available Distribution Amount
attributable to principal collected or deemed collected on or with
respect to each Mortgage Loan or REO Property, principal to the
Corresponding REMIC I Regular Interest, until the Certificate Principal
Amount thereof is reduced to zero;

(iii) any remaining funds, to reimburse any Realized Losses
previously allocated first, to the REMIC I Regular Interest related to
the Mortgage Loan from which such funds are derived and then to any
other REMIC I Regular Interest; and

(iv) thereafter, to the Class R-I Certificateholders.

SECTION 4.9 REMIC II.

(a) On each Distribution Date, the Trustee shall be deemed to
distribute to itself, as holder of the REMIC II Regular Interests, from amounts
deemed received on the REMIC I Regular Interests, for the following purposes
and in the following order of priority:

(i) an amount equal to the Interest Distribution Amount for
the Class A1 Certificates, Class A2 Certificates, Class A3 Certificates
and Class X Certificates to REMIC II Regular Interest A-1, REMIC II
Regular Interest A-2, REMIC II Regular Interest A-3, REMIC II Regular
Interest B, REMIC II Regular Interest C, REMIC II Regular Interest D,
REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II
Regular Interest G, REMIC II Regular Interest H, REMIC II Regular
Interest J, REMIC II Regular Interest K, and REMIC II Regular Interest
L, each for such Distribution Date divided among such REMIC II Regular
Interests in proportion to (a) in the case of the REMIC II Regular
Interest A-1, REMIC II Regular Interest A-2 and REMIC II Regular
Interest A-3, the Interest Accrual Amount for such Interest for such
Distribution Date and (b) in the case of REMIC II Regular Interest B,
REMIC II Regular Interest C, REMIC II Regular Interest D, REMIC II
Regular Interest E, REMIC II Regular Interest F, REMIC II Regular
Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J,
REMIC II Regular Interest K, and REMIC II Regular Interest L, the
product of the Class Balance of such Interest and one-twelfth of the
Component Strip Rate for the Corresponding Certificate, plus the amount
of any unpaid portion of the respective Interest Distribution Amounts
allocated under this clause (i) on prior Distribution Dates but
remaining unpaid, together with interest thereon at the applicable Pass-
Through Rate;

(ii) to REMIC II Regular Interest A-1, the Principal
Distribution Amount for such Distribution Date, until the Class Balance
of the REMIC II Regular Interest A-1 has been reduced to zero;

(iii) upon payment in full of the Class Balance of the REMIC II
Regular Interest A-1, to the REMIC II Regular Interest A-2, the
Principal Distribution Amount for such Distribution Date (reduced by any
portion thereof deemed to be distributed to the REMIC II

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Regular Interest A-1), until the Class Balance of the REMIC II Regular
Interest A-2 has been reduced to zero;

(iv) upon payment in full of the Class Balance of the REMIC II
Regular Interest A-2, to the REMIC II Regular Interest A-3, the
Principal Distribution Amount for such Distribution Date (reduced by any
portion thereof deemed to be distributed to the REMIC II Regular
Interest A-1 and REMIC II Regular Interest A-2), until the Class Balance
of the REMIC II Regular Interest A-3 has been reduced to zero;

(v) subject to the proviso in clause (vii) below, and to the
extent not paid pursuant to clause (i) above, an amount equal to the
respective Interest Distribution Amount for such Distribution Date for
the Class of REMIC II Regular Interests then outstanding with the
highest priority for interest payment as set forth below, plus the
amount of any unpaid portion of the respective Interest Distribution
Amount allocated under this clause (v) on prior Distribution Dates but
remaining unpaid, together with interest thereon at the applicable Pass-
Through Rate;

(vi) subject to the proviso in clause (vii) below, to
distributions of principal equal to the remaining Principal Distribution
Amount to the Classes of REMIC II Regular Interests then outstanding in
the order set forth below;

(vii) sequentially, to distributions of interest to the
remaining REMIC II Regular Interests in the priority set forth below in
an amount equal to the Interest Distribution Amounts in respect thereof
for such Distribution Date and any unpaid portion of respective Interest
Distribution Amounts in respect thereof for any prior Distribution Date
together with interest thereon at the applicable Pass-Through Rate,
provided that on any Distribution Date on which the Class Balance of a
Class of REMIC II Regular Interests is reduced to zero pursuant to
clause (vi) above, interest distributions pursuant to clause (v) above
will be made to the Class of Certificates outstanding with the next
highest priority for interest payments prior to making distributions of
principal on such Class pursuant to clause (vi) above;

(viii) sequentially to the Classes of REMIC II Regular
Interests in the order set forth below for distribution of principal any
amounts recovered representing Realized Losses previously allocated to
such Class in reduction of its Class Balance; and

(ix) to distributions to the Class R-II Certificateholders, in
an amount equal to the balance, if any.

The priority for interest payments for purposes of clauses (v) and (vii)
above, is: first, to distributions of remaining interest on the REMIC II
Regular Interest B; second, to distributions of remaining interest on the REMIC
II Regular Interest C; third, to distributions of remaining interest on the
REMIC II Regular Interest D; fourth, to distributions of remaining interest on
the REMIC II Regular Interest E; fifth, to distributions of remaining interest
on the REMIC II Regular Interest F; and then sequentially to the REMIC II
Regular Interest G, REMIC II Regular Interest, REMIC II Regular Interest, REMIC
II Regular Interest and REMIC II Regular Interest L up to their respective
Interest Distribution Amounts. The Principal Distribution Amount for such
Distribution Date set

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forth in clause (vii) above will be applied to the payment of principal of the
REMIC II Regular Interest B, REMIC II Regular Interest, REMIC II Regular
Interest D, REMIC II Regular Interest E, REMIC II Regular Interest F, REMIC II
Regular Interest G, REMIC II Regular Interest H, REMIC II Regular Interest J,
REMIC II Regular Interest K and REMIC II Regular Interest L, in that order,
until their respective Class Balances have been reduced to zero; provided, that
notwithstanding clauses (ii), (iii) and (iv) above on and after any
Distribution Date as of which the REMIC II Regular Interests B has been reduced
to zero, the Principal Distribution Amount shall be applied to payments of
principal of the REMIC II Regular Interests A-1, REMIC II Regular Interests A-2
and REMIC II Regular Interests A-3, pro rata, based on their respective Class
Balances.

SECTION 4.10 Prepayment Premiums.

On each Distribution Date, the Trustee shall be deemed to distribute to
itself, as holder of the REMIC I Regular Interests, any Net Prepayment Premiums
and Net Yield Maintenance Charges collected on or with respect to the Mortgage
Loans. On each Distribution Date, the Trustee shall be deemed to distribute to
itself, as holder of the REMIC II Regular Interests, any Prepayments Premiums
and Net Yield Maintenance Charges deemed distributed to the REMIC I Regular
Interests, to be deemed distributed to the Corresponding REMIC II Regular
Interests in the amounts and in the manner as will be distributed to the REMIC
Regular Certificates pursuant to Section 4.01(a)(i) and (ii). Any Prepayment
Premiums and/or Net Yield Maintenance Charges received in respect of the
SouthTrust Loans, to the extent such amounts constitute SouthTrust Prepayment
Premiums or SouthTrust Yield Maintenance Charges, are not assets of any REMIC
comprising the Trust Fund, and shall be withdrawn from the Collection Account
and retained by or remitted to SouthTrust.

ARTICLE V

THE CERTIFICATES

SECTION 5.1 The Certificates.

(a) The Certificates will be substantially in the respective forms
annexed hereto as Exhibits. The Class A1, Class A2, Class A3, Class B, Class C,
Class D, Class E, Class F, Class X, Class G, Class H, Class J, Class K and
Class L Certificates will be issuable only in minimum denominations (based on
the respective Class Balance of each Class on the first Distribution Date or
Notional Amounts) corresponding to initial Class Balances or Notional Amounts
on the first Distribution Date, in the case of the Offered Certificates, of not
less than $10,000, and in the case of the other Certificates other than the
Class R-I, Class R-III, and Class R-III Certificates, of not less than
$100,000, and in each case in integral multiples of $1 in excess thereof. Only
one Class R-I, one Class R-II and one Class R-III Certificate may be issued and
shall be issued only as Definitive Certificates.

(b) The Certificates shall be executed by manual or facsimile
signature on behalf of the Trustee in its capacity as trustee hereunder by an
authorized officer under its seal imprinted thereon. Certificates bearing the
manual or facsimile signatures of individuals who were at any time the proper
officers of the Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
authentication and delivery of such Certificates

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or did not hold such offices at the date of such Certificates. No Certificate
shall be entitled to any benefit under this Agreement, or be valid for any
purpose, unless there appears on such Certificate a certificate of
authentication substantially in the form provided for herein executed by the
Authenticating Agent by manual signature, and such certificate 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.

(c) The Class A1, Class A2, Class A3, Class B, Class C, Class D,
Class E, Class F, Class X, Class G, Class H, Class J, Class K and Class L
Certificates shall initially be issued as one or more Certificates registered
in the name of the Depository or its nominee and, except as provided below,
registration of such Certificates may not be transferred by the Trustee except
to another Depository that agrees to hold such Certificates for the respective
Beneficial Owners with Ownership Interests therein. The Beneficial Owners
shall hold their respective Ownership Interests in and to each of the
referenced herein Certificates (except for such remainders) through the book-
entry facilities of the Depository and, except as provided below, shall not be
entitled to Definitive Certificates in respect of such Ownership Interests.
All transfers by Beneficial Owners of their respective Ownership Interests in
the Book-Entry Certificates shall be made in accordance with the procedures
established by the Depository Participant or brokerage firm representing such
Beneficial Owner. Each Depository Participant shall transfer the Ownership
Interests only in the Book-Entry Certificates of Beneficial Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.

The Trustee, the Master Servicer, the Special Servicer and the Depositor
may for all purposes (including the making of payments due on the respective
Classes of Book-Entry Certificates) deal with the Depository as the authorized
representative of the Beneficial Owners with respect to the respective Classes
of Book-Entry Certificates for the purposes of exercising the rights of
Certificateholders hereunder. The rights of Beneficial Owners with respect to
the respective Classes of Book-Entry Certificates shall be limited to those
established by law and agreements between such Beneficial Owners and the
Depository Participants and brokerage firms representing such Beneficial
Owners. Multiple requests and directions from, and votes of, the Depository as
Holder of any Class of Book-Entry Certificates with respect to any particular
matter shall not be deemed inconsistent if they are made with respect to
different Beneficial Owners. The Trustee may establish a reasonable record
date in connection with solicitations of consents from or voting by
Certificateholders and shall give notice to the Depository of such record date.

If (i) (A) the Depositor advises the Trustee in writing that the
Depository is no longer willing or able to properly discharge its
responsibilities as Depository and (B) the Depositor is unable to locate a
qualified successor or (ii) the Depositor at its option advises the Trustee in
writing that it elects to terminate the book-entry system through the
Depository, the Trustee shall notify all Beneficial Owners, through the
Depository, of the occurrence of any such event and of the availability of
Definitive Certificates to Beneficial Owners representing the same. In
addition, upon written request, the Trustee will issue Definitive Certificates
in exchange for Ownership Interests in like Class Balances or Notional Amounts
of the Book-Entry Certificates for the Class X, Class G, Class H, Class J,
Class K and Class L Certificates in connection with a transfer permitted
pursuant to Section 5.02(b)(ii). Upon surrender to the Trustee of the Book-
Entry Certificates by the Depository (or, in the case of a transfer described
in the preceding sentence, instructions from the

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Depository confirming the writedown of the Global Certificate by the Percentage
Interest to be issued as a Definitive Certificate), accompanied by registration
instructions from the Depository for registration of transfer, the Trustee
shall issue the Definitive Certificates. Upon surrender to the Trustee of a
Definitive Certificate for a Class X, Class G, Class H, Class J, Class K or
Class L Certificate by the Holder thereof, accompanied by registration
instructions from such Holder for registration of such Certificate as a Book-
Entry Certificate, the Trustee shall direct the Depository concerning re-
registration of such Certificate as a Book-Entry Certificate. Neither the
Depositor, the Master Servicer, the Special Servicer nor the Trustee shall be
liable for any actions taken by the Depository or its nominee, including,
without limitation, 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 all references herein to
obligations imposed upon or to be performed by the Depository in connection
with the issuance of the Definitive Certificates pursuant to this Section 5.01
shall be deemed to be imposed upon and performed by the Trustee, and the
Trustee, the Master Servicer and the Special Servicer shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder. Any
Holder requesting issuance of a Definitive Certificate, or re-registration of a
Definitive Certificate as a Book-Entry Certificate, will be required to pay
any processing or transfer charges of the Depository and any tax or
governmental charges imposed in connection with such transfer.

SECTION 5.2 Registration of Transfer and Exchange of Certificates.

(a) At all times during the term of this Agreement, there shall be
maintained at the office of the Certificate Registrar a Certificate Register in
which, subject to such reasonable regulations as the Certificate Registrar may
prescribe, the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates as herein provided.
The Trustee is hereby initially appointed (and hereby agrees to act) as
Certificate Registrar for the purpose of registering Certificates and transfers
and exchanges of Certificates as herein provided. The Certificate Registrar
may appoint, by a written instrument delivered to the Trustee, any other bank
or trust company to act as Certificate Registrar under such conditions as the
predecessor Certificate Registrar may prescribe, provided that the predecessor
Certificate Registrar shall not be relieved of any of its duties or
responsibilities hereunder by reason of such appointment. The Master Servicer
and Special Servicer shall have the right to inspect the Certificate Register
or to obtain a copy thereof at all reasonable times, and to rely conclusively
upon a certificate of the Certificate Registrar as to the information set forth
in the Certificate Register.

(b) No transfer of any Class X, Class G, Class H, Class J, Class K,
Class L, Class R-I, Class R-II and Class R-III Certificate shall be made unless
that transfer is made pursuant to an effective registration statement under the
Act, and effective registration or qualification under applicable state
securities laws, or is made in a transaction which does not require such
registration or qualification. If such a transfer is to be made without
registration or qualification and is to be made in connection with the issuance
or transfer of a Definitive Certificate, then the Certificate Registrar shall
require, in order to assure compliance with such laws, receipt of, if such
transfer is purportedly being made in reliance upon Rule 144A under the Act, a
certificate from the prospective transferee substantially in the form attached
as Exhibit D hereto. Absent receipt of such certificate, such transfer shall
be made only by the Initial Purchaser as transferor, or otherwise only after
the expiration of two years following the Closing Date. Any transferee from
the Initial Purchaser not

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purchasing in reliance on Rule 144A under the Act shall furnish to the
Certificate Registrar a certificate in the form attached as Exhibit E hereto.
None of the Depositor, the Trustee or the Certificate Registrar is obligated to
register or qualify the Class X, Class G, Class H, Class K, Class L, Class R-I,
Class R-II and Class R-III 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 any Class X, Class F, Class G, Class H, Class J, Class K, Class
L, Class R-I, Class R-II and Class R-III Certificate without registration or
qualification. Any Class X, Class G, Class H, Class J, Class K, Class L, Class
R-I, Class R-II or Class R-III Certificateholder desiring to effect such a
transfer shall, and does hereby agree to, indemnify the Trustee, the
Certificate Registrar and the Depositor against any liability that may result
if the transfer is not so exempt or is not made in accordance with such federal
and state laws.

(c) None of the Certificates except for the Class A1, Class A2, Class
A3 or Class X Certificates or any interest therein shall be transferred to (A)
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and collective investment funds
and separate accounts in which such plans, accounts or arrangements are
invested, that is subject to ERISA, or the Code (each, a "Plan") or (B) any
Person who is directly or indirectly purchasing any such Class or interest
therein on behalf of, as named fiduciary of, as trustee of, or with assets of a
Plan, unless the prospective transferee provides the Certificate Registrar with
a certification of facts and an Opinion of Counsel which establish to the
satisfaction of the Certificate Registrar that such transfer will not result in
a violation of Section 406 of ERISA or Section 4975 of the Code or cause the
Master Servicer, the Special Servicer or the Trustee to be deemed a fiduciary
of such Plan or result in the imposition of an excise tax under Section 4975 of
the Code. In the absence of its having received the certification and Opinion
of Counsel contemplated by the preceding sentence, the Certificate Registrar
shall require the prospective transferee of any Class G, Class H, Class J,
Class R-I, Class R-II or Class R-III Certificate to certify, and each
prospective transferee of any Class B, Class C, Class D, Class E or Class F
Certificate shall be deemed to have represented by its acquisition of such
Certificate, that it is neither (A) a Plan nor (B) a Person who is directly or
indirectly purchasing any such Class Certificates on behalf of, as named
fiduciary of, as trustee of, or with assets of a Plan.

(d) No transfer of any Residual Certificate shall be made to a Non-
U.S. Person. Notwithstanding anything to the contrary contained herein, prior
to registration of any transfer, sale or other disposition of a Residual
Certificate, the Certificate Registrar shall have received (i) an affidavit
from the proposed transferee substantially in the form attached as Exhibit F-1
hereto, to the effect that, among other things, (A) such transferee is not a
Disqualified Organization or an agent (including a broker, nominee or
middleman) of a Disqualified Organization, (B) such transferee is not a Non-
U.S. Person, (C) such transferee has no present knowledge or expectation that
it will become insolvent or subject to a bankruptcy proceeding for so long as
the Residual Certificate remains outstanding, and (D) no purpose of such
proposed transfer, sale or other disposition of the Residual Certificate is or
will be to impede the assessment or collection of any tax, and (ii) a
certificate from the transferor substantially in the form attached as Exhibit
F-2 hereto, to the effect that, among other things, no purpose of such proposed
transfer, sale or other disposition of the Residual Certificate is or will be
to impede the assessment or collection of any tax. Notwithstanding the
registration in the Certificate Register of any transfer, sale or other
disposition of a Residual Certificate to a Disqualified Organization or an
agent (including a broker, nominee or middleman)

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of a Disqualified Organization or to a Non-U.S. Person, such registration shall
be deemed to be of no legal force or effect whatsoever and such Person shall
not be deemed to be a Certificateholder for any purpose hereunder, including,
but not limited to, the receipt of distributions in respect of such Residual
Certificate. If any purported transfer of a Residual Certificate shall be in
violation of the provisions of this Section 5.02(d), then the prior Holder of
the Residual Certificate purportedly transferred shall, upon discovery that the
transfer of such Residual Certificate was not in fact permitted by this Section
5.02(d), be restored to all rights as Holder thereof retroactive to the date of
the purported transfer. The Trustee shall be under no liability to any Person
for any registration of transfer of a Residual Certificate that is not
permitted by this Section 5.02(d) or for making payments due on such Residual
Certificate to the purported Holder thereof or taking any other action with
respect to such purported Holder under the provisions of this Agreement. The
prior Holder shall be entitled to recover from any purported Holder of a
Residual Certificate that was in fact not a permitted transferee under this
Section 5.02(d) at the time it became a Holder all payments made on such
Residual Certificate. The Holder of Residual Certificates, by its acceptance
thereof, shall be deemed for all purposes to have consented to the provisions
of this Section 5.02 and to any amendment of this Agreement deemed necessary by
counsel of the Depositor to ensure that the transfer of a Residual Certificate
to a Disqualified Organization or any other Person will not cause any REMIC in
the Trust Fund to cease to qualify as a REMIC or cause the imposition of a tax
upon the Trust Fund or any REMIC therein.

(e) Subject to the preceding subsections, upon surrender for
registration of transfer of any Certificate at the office of the Certificate
Registrar, the Trustee or the Authenticating Agent shall execute and
authenticate and the Certificate Registrar shall deliver, in the name of the
designated transferee or transferees, one or more new Certificates of the same
Class of a like aggregate Percentage Interest.

(f) At the option of any Holder, its Certificates may be exchanged
for other Certificates of authorized denominations of the same Class of a like
aggregate Percentage Interest, upon surrender of the Certificates to be
exchanged at the office of the Certificate Registrar. Whenever any
Certificates are so surrendered for exchange the Trustee or the Authenticating
Agent shall execute and authenticate and the Certificate Registrar shall
deliver the Certificates which the Certificateholder making the exchange is
entitled to receive.

(g) Every Certificate presented or surrendered for transfer or
exchange shall (if so required by the Certificate Registrar) be duly endorsed
by, or be accompanied by a written instrument of transfer in the form
satisfactory to the Certificate Registrar duly executed by, the Holder thereof
or his attorney duly authorized in writing.

(h) No service charge shall be imposed for any transfer or exchange
of Certificates, but the Trustee or the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge that
may be imposed in connection with any transfer or exchange of Certificates.

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(i) All Certificates surrendered for transfer and exchange shall be
physically canceled by the Certificate Registrar and a certificate of such
cancellation shall be delivered to the Trustee by the Certificate Registrar.
The Certificate Registrar shall hold such canceled Certificates in accordance
with its standard procedures.

SECTION 5.3 Mutilated, Destroyed, Lost or Stolen Certificates.

If (i) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction
of the destruction, loss or theft of any Certificate, and (ii) there is
delivered to the Trustee and the Certificate Registrar such security or
indemnity as may be required by them to save each of them harmless, then, in
the absence of notice to the Trustee or the Certificate Registrar that such
Certificate has been acquired by a bona fide purchaser, the Trustee or the
Authenticating Agent shall execute and 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
like Percentage Interest. Upon the issuance of any new Certificate under this
Section, the Trustee and the Certificate Registrar may require the payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses (including the fees and
expenses of the Trustee and the Certificate Registrar) connected therewith.
Any replacement Certificate issued pursuant to this Section shall constitute
complete and indefeasible evidence of ownership in the Trust Fund, as if
originally issued, whether or not the lost, stolen or destroyed Certificate
shall be found at any time.

SECTION 5.4 Persons Deemed Owners.

The Depositor, the Master Servicer, the Special Servicer, the Trustee,
the Fiscal Agent, the Certificate Registrar and any agent of any of them may
treat the person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions pursuant to Section
4.01 and for all other purposes whatsoever, and none of the Depositor, the
Master Servicer, the Special Servicer, the Trustee, the Fiscal Agent, the
Certificate Registrar or any agent of any of them shall be affected by notice
to the contrary.

ARTICLE VI

THE DEPOSITOR, THE MASTER SERVICER AND THE SPECIAL SERVICER

SECTION 6.1 Liability of the Depositor, the Master Servicer and the
Special Servicer.

The Depositor, the Master 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 Master Servicer.

Subject to the following paragraph, the Master Servicer will keep in
full effect its existence, rights and good standing as a corporation under the
laws of the State of Texas and will not jeopardize its ability to do business
in each jurisdiction in which the Mortgaged Properties are located or to

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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.

The Master 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 Master Servicer hereunder, and shall be deemed to have assumed
all of the liabilities of the Master Servicer hereunder, if each of the Rating
Agencies has confirmed in writing that such merger or consolidation or transfer
of assets and succession, in and of itself, will not cause a downgrade,
qualification or withdrawal of the then current ratings assigned by such Rating
Agency to any Class of Certificates.

SECTION 6.3 Limitation on Liability of the Depositor, the Master
Servicer and Others.

Neither the Depositor, the Master Servicer, the Special Servicer nor any
of the directors, officers, partners, employees or agents of the Depositor or
the Master Servicer or the Special Servicer (or of any general partner of the
foregoing) shall be under any liability to the Trust Fund, the
Certificateholders or any other party hereto 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 Master Servicer or the Special Servicer
or any such Person against any breach of warranties or representations made
herein, or against any liability which would otherwise be imposed by reason of
willful misconduct, bad faith, fraud or negligence in the performance of duties
or by reason of reckless disregard of obligations or duties hereunder. The
Depositor, the Master Servicer, the Special Servicer and any director, officer,
partner, employee or agent of the Depositor, the Master Servicer or the Special
Servicer (or of any general partner of the foregoing) may rely in good faith on
any document of any kind which, prima facie, is properly executed and submitted
by any appropriate Person respecting any matters arising hereunder. The
Depositor, the Master Servicer, the Special Servicer and any director, officer,
partner, employee or agent of the Depositor or the Master Servicer or the
Special Servicer (or of any general partner of the foregoing) shall be
indemnified and held harmless by the Trust Fund against any loss, liability or
expense (including legal fees and expenses) (i) incurred in connection with or
relating to this Agreement or the Certificates, other than any loss, liability
or expense incurred by reason of willful misconduct, bad faith, fraud or
negligence (or in the case of the Master Servicer, by reason of any specific
liability imposed for a breach of the Servicing Standard) in the performance of
duties hereunder or by reason of reckless disregard of obligations or duties
hereunder, in each case by the Person being indemnified or (ii) imposed by any
taxing authority if such loss, liability or expense is not specifically
reimbursable pursuant to the terms of this Agreement. Neither the Depositor
nor the Master 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, the Master 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 shall be expenses, costs and liabilities of the Trust Fund,
and the

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Depositor, the Master Servicer and the Special Servicer shall be entitled to be
reimbursed therefor from the Collection Account as provided in Section 3.06 of
this Agreement.

SECTION 6.4 Limitation on Resignation of the Master Servicer and the
Special Servicer; Termination of the Master Servicer and
the Special Servicer.

(a) The Master Servicer and the Special Servicer may assign their
respective rights and delegate their respective duties and obligations under
this Agreement in connection with the sale or transfer of a substantial portion
of their mortgage servicing or asset management portfolio, provided that: (i)
the purchaser or transferee accepting such assignment and delegation (A) shall
be acceptable to each Rating Agency as confirmed by a letter from each Rating
Agency delivered to the Trustee that such assignment or delegation will not
cause a downgrade, withdrawal or qualification of the then current ratings of
the Certificates, and (B) 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
Master Servicer or Special Servicer, as applicable, under this Agreement from
and after the date of such agreement; (ii) the Master Servicer or the Special
Servicer 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 6.04; and (iii) the rate at which the Servicer Compensation or Special
Servicer Compensation, as applicable (or any component thereof) is calculated
shall not exceed the rate then in effect. Upon acceptance of such assignment
and delegation, the purchaser or transferee shall be the successor Master
Servicer or Special Servicer, as applicable, hereunder.

(b) Except as provided in this Section 6.04, the Master Servicer and
the Special Servicer shall not resign from their respective obligations and
duties hereby imposed on them except upon determination that such duties
hereunder are no longer permissible under applicable law. Any such
determination permitting the resignation of the Master Servicer or the Special
Servicer, as applicable, shall be evidenced by an Opinion of Counsel (obtained
at the resigning Master Servicer's or Special Servicer's expense) to such
effect delivered to the Trustee.

(c) Certificateholders representing in the aggregate at least 51% of
the Voting Rights of all Certificateholders may remove the Master Servicer or
the Special Servicer upon the occurrence of a Master Servicer Event of Default
or a Special Servicer Event of Default, as applicable, and upon written notice
to the Master Servicer, the Special Servicer, the Depositor and the Trustee,
provided that each Rating Agency has confirmed in writing that such removal and
the appointment of a successor Master Servicer, a Special Servicer, as
applicable, will not result in a downgrade, qualification or withdrawal of the
then current ratings by such Rating Agency to any Class of Certificates.
Without limiting the generality of the succeeding paragraph, no such removal
shall be effective unless and until (i) the Master Servicer or the Special
Servicer has been paid any unpaid Servicer Compensation or Special Servicer
Compensation, as applicable, unreimbursed Advances (including Advance Interest
Amounts thereon to which it is entitled) and all other amounts to which the
Master Servicer or the Special Servicer is entitled hereunder to the extent
such amounts accrue prior to such effective date, and (ii) the successor Master
Servicer or Special Servicer has deposited into the Investment Accounts from
which amounts were withdrawn to reimburse the terminated Master Servicer or
Special Servicer, as applicable, an amount equal to the amounts so withdrawn,

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to the extent such amounts would not have been permitted to be withdrawn except
pursuant to this paragraph, in which case the successor Master Servicer or
Special Servicer, as applicable, shall, immediately upon deposit, have the same
right of reimbursement or payment as the terminated Master Servicer or Special
Servicer had immediately prior to its termination without regard to the
operation of this paragraph.

No resignation or removal of the Master Servicer or the Special Servicer
as contemplated by the preceding paragraphs shall become effective until the
Trustee or a successor Master Servicer or Special Servicer shall have assumed
the Master Servicer's or the Special Servicer's responsibilities, duties,
liabilities and obligations hereunder. If no successor Master Servicer or
Special Servicer can be obtained to perform such obligations for the same
compensation to which the terminated Master Servicer or Special Servicer would
have been entitled, additional amounts payable to such successor Master
Servicer or Special Servicer shall be treated as Realized Losses.

SECTION 6.5 Rights of the Depositor and the Trustee in Respect of the
Master Servicer and the Special Servicer.

The Master Servicer and the Special Servicer shall afford the Depositor,
the Trustee and the Rating Agencies, 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. The Depositor may, but is not obligated to, enforce the
obligations of the Master Servicer or the Special Servicer hereunder which are
in default and may, but is not obligated to, perform, or cause a designee to
perform, any defaulted obligation of such Person hereunder or exercise its
rights hereunder, provided that the Master Servicer and the Special Servicer
shall not be relieved of any of its obligations hereunder by virtue of such
performance by the Depositor or its designee. In the event the Depositor or
its designee undertakes any such action it will be reimbursed by the Trust Fund
from the Collection Account as provided in Section 3.06 and Section 6.03(a)
hereof to the extent not recoverable from the Master Servicer or Special
Servicer, as applicable. Neither the Depositor nor the Trustee and neither the
Master Servicer, with respect to the Special Servicer, nor the Special
Servicer, with respect to the Master Servicer, shall have any responsibility or
liability for any action or failure to act by the Master Servicer or the
Special Servicer and neither such Person is obligated to monitor or supervise
the performance of the Master Servicer or the Special Servicer under this
Agreement or otherwise. Neither the Master Servicer nor the Special Servicer
shall be under any obligation to disclose confidential or proprietary
information pursuant to this Section.

SECTION 6.6 Master Servicer or Special Servicer as Owner of a
Certificate.

The Master Servicer or an Affiliate of the Master Servicer or the
Special Servicer or an Affiliate of the Special Servicer may become the Holder
(or with respect to a Global Certificate, a Beneficial Owner) of any
Certificate with the same rights it would have if it were not the Master
Servicer or the Special Servicer or an Affiliate thereof. If, at any time
during which the Master Servicer or the Special Servicer or an Affiliate of the
Master Servicer or the Special Servicer is the Holder or Beneficial Owner of
any Certificate, the Master Servicer or the Special Servicer proposes to take
action (including for this purpose, omitting to take action) that (i) is not
expressly prohibited by the terms hereof and would not, in the Master
Servicer's or the Special Servicer's good faith

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judgment, violate the Servicing Standard or the Special Servicing Standard, as
applicable, and (ii) if taken, might nonetheless, in the Master Servicer's or
the Special Servicer's good faith judgment, be considered by other Persons to
violate the Servicing Standard or the Special Servicing Standard, as
applicable, the Master Servicer or the Special Servicer may seek the approval
of the Certificateholders to such action by delivering to the Trustee a written
notice that (i) states that it is delivered pursuant to this Section 6.06, (ii)
identifies the Percentage Interest in each Class of Certificates beneficially
owned by the Master Servicer or the Special Servicer or an Affiliate of the
Master Servicer or the Special Servicer, and (iii) describes in reasonable
detail the action that the Master Servicer or the Special Servicer proposes to
take. The Trustee, upon receipt of such notice, shall forward it to the
Certificateholders (other than the Master Servicer and its Affiliates or the
Special Servicer and its Affiliates, as appropriate) together with such
instructions for response as the Trustee shall reasonably determine. If at any
time Certificateholders holding greater than 50% of the Voting Rights of all
Certificateholders (calculated without regard to the Certificates beneficially
owned by the Master Servicer or its Affiliates or the Special Servicer or its
Affiliates, as appropriate) shall have consented in writing to the proposal
described in the written notice, and if the Master Servicer or the Special
Servicer shall act as proposed in the written notice, such action shall be
deemed to comply with the Servicing Standard or the Special Servicing Standard,
as applicable. The Trustee shall be entitled to reimbursement from the Master
Servicer or the Special Servicer, as applicable, of the reasonable expenses of
the Trustee incurred pursuant to this paragraph. It is not the intent of the
foregoing provision that the Master Servicer or the Special Servicer be
permitted to invoke the procedure set forth herein with respect to routine
servicing matters arising hereunder, except in the case of unusual
circumstances.

ARTICLE VII

DEFAULT

SECTION 7.1 Events of Default.

(a) "Master Servicer Event of Default", wherever used herein, means
any one of the following events:

(i) provided it is not caused by force majeure, any failure by
the Master Servicer to remit to the Collection Account or any failure by
the Master Servicer to remit to the Trustee for deposit into the
Certificate Account any amount required to be so deposited by the Master
Servicer (including a P&I Advance) pursuant to, and at the time
specified by the terms of this Agreement; or

(ii) any failure on the part of the Master Servicer duly to
observe or perform in any material respect any other of the covenants or
agreements or the breach of any representations or warranties on the
part of the Master Servicer contained in this Agreement which continues
unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have
been given to the Master Servicer by the Depositor or the Trustee, or to
the Master Servicer, the Depositor and the Trustee by the Holders of
Certificates evidencing Percentage Interests of at least 25% of any
Class affected thereby; or

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(iii) the Trustee shall have received written notice from either
Rating Agency that the Master Servicer is no longer an approved servicer
and that the continuation of the Master Servicer in such capacity would
result in the downgrade, qualification or withdrawal of any rating then
assigned by such Rating Agency to any Certificates, REMIC I Regular
Interests or REMIC II Regular Interests (to the extent such REMIC I
Regular Interests or REMIC II Regular Interests carry a rating by a
Rating Agency); 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, marshaling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Master
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or

(v) the Master Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Master Servicer, or of or relating to all or
substantially all of its property; or

(vi) the Master Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations; or

(vii) the Master Servicer shall fail to make any Property
Advance required to be made by the Master Servicer hereunder (whether or
not the Trustee or the Fiscal Agent makes such Advance), which failure
continues unremedied for a period of fifteen (15) days after the date on
which such Property Advance was first due (or for any shorter period as
may be required, if applicable, to avoid any lapse in insurance coverage
required under any Mortgage or this Agreement with respect to any
Mortgaged Property or to avoid any foreclosure or similar action with
respect to any Mortgaged Property by reason of a failure to pay real
estate taxes and assessments and if the Trustee makes a required
Property Advance pursuant to Section 3.24 due to the Master Servicer's
failure to make a required Advance, such Event of Default shall occur
immediately upon such Advance);

then, and in each and every such case, unless a Master Servicer Event of
Default shall have been remedied, in the case of clause (iii), (iv), (v) and
(vi), the Trustee shall terminate the Master Servicer, and in the case of
clauses (i), (ii) and (vii), the Trustee may, and at the written direction of
the Holders of at least 25% of the aggregate Voting Rights of all Certificates
shall, terminate the Master Servicer.

In the event that the Master Servicer is also the Special Servicer and
the Master Servicer is terminated as provided in this Section 7.01, the Master
Servicer shall also be terminated as Special Servicer.

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(b) "Special Servicer Event of Default", wherever used herein, means
any one of the following events:

(i) provided it is not caused by force majeure, any failure by
the Special Servicer to remit to the Collection Account any amount
required to be so deposited by the Special Servicer pursuant to and in
accordance with the terms of this Agreement; or

(ii) any failure on the part of the Special Servicer duly to
observe or perform in any material respect any other of the covenants or
agreements or the breach of any representations or warranties on the
part of the Special Servicer contained in this Agreement which continues
unremedied for a period of 30 days after the date on which written
notice of such failure, requiring the same to be remedied, shall have
been given to the Special Servicer by the Master Servicer, the Depositor
or the Trustee, or to the Special Servicer, the Master Servicer, the
Depositor and the Trustee by the Holders of Certificates evidencing
Percentage Interests of at least 25% of any Class affected thereby; or

(iii) the Trustee or Master Servicer shall have received written
notice from either Rating Agency that the Special Servicer is no longer
an approved servicer and that the continuation of the Special Servicer
in such capacity would result in the downgrade, qualification or
withdrawal of any rating then assigned by such Rating Agency to any
Certificates; 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, marshaling of assets
and liabilities or similar proceedings, or for the winding-up or
liquidation of its affairs, shall have been entered against the Special
Servicer and such decree or order shall have remained in force
undischarged or unstayed for a period of 60 days; or

(v) the Special Servicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshaling of assets and liabilities or similar proceedings of or
relating to the Special Servicer, or of or relating to all or
substantially all of its property; or

(vi) the Special Servicer shall admit in writing its inability
to pay its debts generally as they become due, file a petition to take
advantage of any applicable insolvency or reorganization statute, make
an assignment for the benefit of its creditors, or voluntarily suspend
payment of its obligations;

then, and in each and every such case, unless a Special Servicer Event
of Default shall have been remedied, in the case of clauses (iii), (iv), (v)
and (vi), the Trustee shall terminate the Special Servicer, and in the case of
clauses (i) and (ii), the Trustee may, and at the written direction of the
Holders of at least 25% of the aggregate Voting Rights of all Certificates
shall, terminate the Special Servicer.

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(c) In the event that the Master Servicer or the Special Servicer is
terminated pursuant to this Section 7.01, the Trustee (the "Terminating Party")
shall, by notice in writing to the Master Servicer or the Special Servicer, as
the case may be (the "Terminated Party"), terminate all of its 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, in the case of the Master Servicer,
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, with respect to both the Master
Servicer and the Special Servicer, the right to the benefits of Section 6.03
notwithstanding any such termination). On or after the receipt by the
Terminated Party, of such written notice, all of its authority and power under
this Agreement, whether with respect to the Certificates (except that the
Terminated Party shall retain its rights as a Certificateholder in the event
and to the extent that it is a Certificateholder) or the Mortgage Loans or
otherwise, shall pass to and be vested in the Terminating Party pursuant to and
under this Section and, without limitation, the Terminating Party is hereby
authorized and empowered to execute and deliver, on behalf of and at the
expense of the Terminated Party, as attorney-in-fact or otherwise, any and all
documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement or assignment of
the Mortgage Loans and related documents, or otherwise. The Master Servicer
and the Special Servicer each agree in the event it is terminated pursuant to
this Section 7.01 to promptly (and in any event no later than ten Business Days
subsequent to such notice) provide, at its own expense, the Terminating Party
with all documents and records requested by the Terminating Party to enable the
Terminating Party to assume its functions hereunder, and to cooperate with the
Terminating Party 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 Master Servicer or
Special Servicer or the Terminating Party, as applicable, for administration by
it of all cash amounts which shall at the time be or should have been credited
by the Master Servicer or the Special Servicer to the Collection Account, the
Reserve Accounts, and any REO Account, Lock-Box Account or Cash Collateral
Account thereafter be received with respect to the Mortgage Loans, and shall
promptly provide the Terminating Party or such successor Master 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 Terminating Party or such successor Master
Servicer or Special Servicer shall reasonably request (including
electromagnetic form), to enable it to assume the Master Servicer's or Special
Servicer's function hereunder. All reasonable costs and expenses of the
Terminating Party or the successor Master Servicer or successor Special
Servicer incurred in connection with transferring the Mortgage Loan Files to
the successor Master Servicer or Special Servicer and amending this Agreement
to reflect such succession as successor Master Servicer or successor Special
Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master
Servicer or the Special Servicer, as applicable, upon presentation of
reasonable documentation of such costs and expenses. If the predecessor Master
Servicer or Special Servicer (as the case may be) has not reimbursed the
Terminating Party or the successor Master Servicer or Special Servicer for such
expenses within 90 days after the presentation of reasonable documentation,
such expense shall be reimbursed by the Trust Fund; provided that the
Terminated Party shall not thereby be relieved of its liability for such
expenses.

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SECTION 7.2 Trustee to Act; Appointment of Successor.

On and after the time the Master Servicer or the Special Servicer
receives a notice of termination pursuant to Section 7.01, if the Master
Servicer has been terminated, the Terminating Party shall be the successor
Master Servicer, and if the Special Servicer has been terminated, the Master
Servicer shall be the successor Special Servicer, in all respects in its
capacity as Master Servicer or Special Servicer 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 Master
Servicer or Special Servicer by the terms and provisions hereof; provided,
however, that (i) the Terminating Party or the Master Servicer, as applicable,
shall have no responsibilities, duties, liabilities or obligations with respect
to any act or omission of the Master Servicer or Special Servicer,
respectively, 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 such successor hereunder. The Trustee, as successor
Master Servicer or the Master Servicer, as successor Special Servicer, shall be
indemnified to the full extent provided the Master Servicer or Special
Servicer, as applicable, under this Agreement prior to the Master Servicer's or
the Special Servicer's termination. The appointment of a successor Master
Servicer or successor Special Servicer shall not affect any liability of the
predecessor Master Servicer or Special Servicer which may have arisen prior to
its termination as Master Servicer or Special Servicer. The Terminating Party
shall not be liable for any of the representations and warranties of the Master
Servicer, and the Master Servicer shall not be liable for any representations
and warranties of the Special Servicer, herein or in any related document or
agreement, for any acts or omissions of the predecessor Master Servicer or
Special Servicer or for any losses incurred in respect of any Permitted
Investment by the Master Servicer or Special Servicer pursuant to Section 3.07
hereunder, nor shall the Trustee or the Master Servicer be required to purchase
any Mortgage Loan hereunder. As compensation therefor, the Terminating Party
as successor Master Servicer, or the Master Servicer as successor Special
Servicer shall be entitled to the Servicing Compensation or Special Servicing
Compensation, as applicable, and all funds relating to the Mortgage Loans that
accrue after the date of the Terminating Party's or Master Servicer's
succession to which the Master Servicer or Special Servicer would have been
entitled if the Master Servicer or Special Servicer, as applicable, had
continued to act hereunder. In the event any Advances made by the Master
Servicer and the Trustee or the Fiscal Agent 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 or the Fiscal Agent (and the accrued and
unpaid interest thereon), until such Advances and interest shall have been
repaid in full. 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 at least 25% 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 debt rating
categories or if the Rating Agencies do not provide written confirmation that
the succession of the Trustee, as Master Servicer, or the Master Servicer as
Special Servicer, as applicable, will not cause a downgrade, qualification or
withdrawal of the then current ratings assigned to the Certificates, 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 a downgrade, qualification or withdrawal of the then current
rating or ratings assigned to any Class

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of Certificates as evidenced in writing by each Rating Agency, as the successor
to the Master Servicer or Special Servicer, as applicable, hereunder in the
assumption of all or any part of the responsibilities, duties or liabilities of
the Master Servicer or Special Servicer hereunder. No appointment of a
successor to the Master Servicer or Special Servicer hereunder shall be
effective until the assumption by such successor of all the Master Servicer's
or Special Servicer's responsibilities, duties and liabilities hereunder.
Pending appointment of a successor to the Master Servicer, 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, provided, further,
that if no successor to the Terminated Party can be obtained to perform the
obligations of such Terminated Party hereunder, additional amounts shall be
paid to such successor and such amounts in excess of that permitted the
Terminated Party shall be treated as Realized Losses. The Depositor, the
Trustee, the Master 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 7.01 above or
appointment of a successor to the Master 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.

(b) Within 30 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 Master Servicer Event of Default or a
Special Servicer Event of Default, so long as such Master Servicer Event of
Default or Special Servicer Event of Default, if applicable, shall not have
been remedied, the Trustee, in addition to the rights specified in Section
7.01, 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 3.06. 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 Master
Servicer Event of Default or Special Servicer Event of Default, if applicable.

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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 Master Servicer or Special Servicer in
the performance of its obligations hereunder and its consequences, except a
default in making any required deposits (including P&I Advances) to or payments
from the Collection Account or the Certificate 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, subject to the
provisions of Sections 7.02 and 7.05 shall exercise such of the rights and
powers vested in it by this Agreement, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

(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. 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 take action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to the Trustee's
reasonable satisfaction, the Trustee will provide notice thereof to the
Certificateholders.

(c) Neither the Trustee nor any of its officers, directors,
employees, agents or "control" persons within the meaning of the Act shall have
any liability arising out of or in connection with this Agreement, provided,
that, subject to Section 8.02, no provision of this Agreement shall be
construed to relieve the Trustee, or any such person, from liability for its
own negligent action, its own negligent failure to act or its own willful
misconduct or its own bad faith; and provided, further, that:

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(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 proved 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
greater than 50% of the Percentage Interests (or such other percentage
as is specified herein) of each affected Class, or of the aggregate
Voting Rights of the Certificates, relating to the time, method and
place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred upon the Trustee,
under this Agreement;

(iv) Neither the Trustee nor any of its respective directors,
officers, employees, agents or control persons shall be responsible for
any act or omission of any Custodian, Paying Agent or Certificate
Registrar that is not an Affiliate of the Trustee and that is selected
other than by the Trustee, performed or omitted in compliance with any
custodial or other agreement, or any act or omission of the Master
Servicer, Special Servicer, the Depositor or any other Person,
including, without limitation, in connection with actions taken pursuant
to this Agreement;

(v) The Trustee shall not be under any obligation to appear
in, prosecute or defend any legal action which is not incidental to its
respective duties as Trustee in accordance with this Agreement (and, if
it does, all legal expenses and costs of such action shall be expenses
and costs of the Trust Fund), and the Trustee 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 any
breach of an obligation, representation, warranty or covenant of the
Trustee contained herein; and

(vi) The Trustee shall not be charged with knowledge of any
act, failure to act or breach of any Person upon the occurrence of which
the Trustee may be required to act, unless a Responsible Officer of the
Trustee obtains actual knowledge of such failure. The Trustee shall be
deemed to have actual knowledge of the Master Servicer's or the Special
Servicer's

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failure to provide scheduled reports, certificates and statements when
and as required to be delivered to the Trustee pursuant to this
Agreement.

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 Master Servicer or the Special Servicer under
this Agreement, except 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 Master Servicer or the Special Servicer in accordance with the terms of
this Agreement. Neither the Trustee nor the Fiscal Agent shall be required to
post any surety or bond of any kind in connection with its performance of its
obligations under this Agreement and neither the Trustee nor the Fiscal Agent
shall be liable for any loss on any investment of funds pursuant to this
Agreement except to the extent it is acting in its commercial capacity.

SECTION 8.2 Certain Matters Affecting the Trustee.

(a) Except as otherwise provided in Section 8.01:

(i) The Trustee may request and/or rely upon and shall be
protected in acting or refraining from acting upon any resolution,
Officers' 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; and
(C) provided, 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) Neither the Trustee nor any of its directors, officers,
employees, Affiliates, agents or "control" persons within the meaning of
the Act shall be personally liable for any action taken, suffered or
omitted by it in good faith and reasonably believed by the Trustee

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to be authorized or within the discretion or rights or powers conferred
upon it by this Agreement;

(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 at least 25% (or such
other percentage as is specified herein) of the Percentage Interests 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 Master Servicer or the Special
Servicer if an Event of Default shall have occurred and be continuing
relating to the Master 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.

(b) Following the Start-up Day, neither the Trustee, the Master
Servicer nor the Special Servicer shall, 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 any of REMIC I, REMIC II or REMIC III to fail to qualify as a REMIC at
any time that any Certificates are outstanding or subject any of REMIC I, REMIC
II or REMIC III 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.

SECTION 8.3 Trustee and Fiscal Agent 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 Master Servicer, or the
Special Servicer and the Trustee, the Fiscal Agent, the Master Servicer and the
Special Servicer assume no responsibility for their correctness. The Trustee,
the Fiscal Agent, the Master Servicer and the Special Servicer make no
representations

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or warranties as to the validity or sufficiency of this Agreement, other than
the representations and warranties made by them herein, of the Certificates,
other than the authentication thereof by the Authenticating Agent, or of any
prospectus or offering circular used to offer the Certificates for sale or the
validity, enforceability or sufficiency of any Mortgage Loan, or related
document. Neither the Trustee nor the Fiscal Agent shall at any time have any
responsibility or liability for or with respect to the legality, validity and
enforceability of any Mortgage, 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 if the Trustee shall assume the duties of the
Master Servicer pursuant to Section 7.02) or the enforceability thereof; the
existence of any Mortgage Loan or the contents of the related Mortgage Loan
File on any computer or other record thereof (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to
Section 7.02); the validity of the assignment of any Mortgage Loan to the Trust
Fund or of any intervening assignment; the completeness of any Mortgage Loan
File; the performance or enforcement of any Mortgage Loan (other than if the
Trustee shall assume the duties of the Master Servicer or the Special Servicer
pursuant to Section 7.02); the compliance by the Depositor, the Master Servicer
or the Special Servicer with any warranty or representation made by them 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 Master Servicer or any loss resulting therefrom,
it being understood that the Trustee 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 Master Servicer or the Special Servicer
(other than if the Trustee shall assume the duties of the Master Servicer or
Special Servicer pursuant to Section 7.02) or any sub-servicer or any
Mortgagor; any action of the Master Servicer (other than if the Trustee shall
assume the duties of the Master Servicer or Special Servicer pursuant to
Section 7.02) or any sub-servicer taken in the name of the Trustee, except to
the extent such action is taken at the express written direction of the
Trustee; the failure of the Master Servicer or the Special Servicer or any
sub-servicer 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 Master Servicer or the Special Servicer (other
than if the Trustee shall assume the duties of the Master Servicer or the
Special Servicer pursuant to Section 7.02) 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 of its obligation to perform its
duties as specifically set forth in this Agreement. Neither the Trustee nor
the Fiscal Agent shall be accountable for the use or application by the
Depositor, the Master 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 Master Servicer or the
Special Servicer in respect of the assignment of the Mortgage Loans or
deposited in or withdrawn from the Collection Account, Certificate Account,
Lock Box Account, Cash Collateral Account or Reserve Accounts or any other
account maintained by or on behalf of the Master Servicer or the Special
Servicer, other than any funds held by the Trustee or the Fiscal Agent, as
applicable. Neither the Trustee nor the Fiscal Agent shall have any
responsibility for 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 (unless the

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Trustee shall have become the successor Master Servicer or Special Servicer) or
to record this Agreement. 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 and Fiscal Agent May Own Certificates.

The Trustee, the Fiscal Agent and any agent of the Trustee and Fiscal
Agent in its individual capacity or any other capacity may become the owner or
pledgee of Certificates, and may deal with the Depositor, the Master Servicer
and Special Servicer in banking transactions, with the same rights it would
have if it were not the Trustee, the Fiscal Agent or such agent.

SECTION 8.5 Payment of Trustee's Fees and Expenses; Indemnification.

(a) The Trustee or any successor Trustee shall be entitled, on each
Distribution Date, to 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, which Trustee Fee shall be paid to the Trustee
prior to the distribution on such Distribution Date of amounts to the
Certificateholders from funds available therefor pursuant to Section 3.06(v).
In the event that the Trustee assumes the servicing responsibilities of the
Master Servicer or the Special Servicer hereunder pursuant to or otherwise
arising from the resignation or removal of the Master Servicer or the Special
Servicer, the Trustee shall be entitled to the compensation to which the Master
Servicer or the Special Servicer, as the case may be, would have been entitled
except as expressly provided in Section 3.25(b).

(b) The Trustee and the Fiscal Agent shall each be paid or reimbursed
by the Trust Fund upon its request for all reasonable expenses, disbursements
and advances incurred or made by the Trustee or the Fiscal Agent pursuant to
and in accordance with any of the provisions of this Agreement (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all persons not regularly in its employ) to the extent such payments are
"unanticipated expenses incurred by the REMIC" within the meaning of Treasury
Regulations Section 1.860G-1(b)(iii) except any such expense, disbursement or
advance as may arise from its negligence or bad faith; provided, however, that,
subject to the last paragraph of Section 8.01, neither the Trustee nor the
Fiscal Agent shall refuse to perform any of its duties hereunder solely as a
result of the failure to be paid the Trustee Fee and the Trustee's expenses or
any sums due to the Fiscal Agent.

The Master 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 Trustee in connection with any transfer of the
servicing responsibilities of the Master Servicer or the Special Servicer,
respectively, hereunder, pursuant to or otherwise arising from the resignation
or removal of the Master Servicer or the Special Servicer, in accordance with
any of the provisions of this Agreement (and including the reasonable fees and
expenses and disbursements of its counsel and

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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; provided, that in the event that the Master Servicer or the Special
Servicer is terminated pursuant to Section 6.04(c), expenses incurred in
connection with such transfer shall be paid by the Certificateholders effecting
such termination.

(c) Each of the Paying Agent, the Certificate Registrar, the
Custodian and the Depositor (each, an "Indemnifying Party") 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 and necessary legal fees and related costs, judgments,
and any other costs, fees and expenses that the Indemnified Party may sustain
in connection with this Agreement (including, without limitation, reasonable
fees and disbursements of counsel incurred by the Indemnified Party in any
action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) related to
each such Indemnifying Party's respective willful misconduct, bad faith, fraud
and/or negligence in the performance of each of it's respective duties
hereunder or by reason of reckless disregard of its respective obligations and
duties hereunder.

(d) The Trust Fund shall indemnify each Indemnified Party from, and
hold it harmless against, any and all losses, liabilities, damages, claims or
unanticipated expenses (including, without limitation, reasonable fees and
disbursements of counsel incurred by the Indemnified Party in any action or
proceeding between the Indemnifying Party and the Indemnified Party or between
the Indemnified Party and any third party or otherwise) arising in respect of
this Agreement or the Certificates, in each case to the extent and only to the
extent, such payment 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)(iii), other than (i) those resulting from
the negligence, fraud, bad faith or willful misconduct of the Indemnified Party
and (ii) those as to which such Indemnified Party is entitled to
indemnification pursuant to Section 8.05(c). The term "unanticipated expenses
incurred by a REMIC" shall include any fees, expenses and disbursement 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 2.03, Section 3.10, the third
paragraph of Section 3.11, Section 4.05 and Section 7.01. The right of
reimbursement of the Indemnified Parties under this Section 8.05(d) shall be
senior to the rights of all Certificateholders.

(e) Notwithstanding anything herein to the contrary, this Section
8.05 shall survive the termination or maturity of this Agreement or the
resignation or removal of the Trustee or the Fiscal Agent, as the case may be,
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 Master Servicer, the Special
Servicer, the Paying Agent, the Certificate Registrar or the Custodian.

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(f) This Section 8.05 shall be expressly construed to include, but
not be limited to, such indemnities, compensation, expenses, disbursements,
advances, losses, 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, at any time when there is no Fiscal
Agent appointed and acting hereunder or any such Fiscal Agent so appointed has
a rating on its long-term unsecured debt that is lower than "AA" by Fitch and
S&P (without regard to any plus or minus or numeric qualifier), or fails to
meet different standards provided that each Rating Agency shall have confirmed
in writing that such different standards would not, in and of itself, result in
a downgrade, qualification or withdrawal of the then current ratings assigned
to the Certificates, a rating on its unsecured long-term debt of at least "AA"
by Fitch and S&P, and subject to supervision or examination by federal or state
authority and shall not be an Affiliate of the Master Servicer or Special
Servicer (except during any period when the Trustee has assumed the duties of
the Master Servicer or Special Servicer pursuant to Section 7.02); provided
that, notwithstanding that the long-term unsecured debt of the Trustee and the
Fiscal Agent are not rated by S&P and Fitch, the Trustee shall not fail to
qualify as Trustee solely by virtue of the lack of such ratings until such time
as either S&P or Fitch shall notify the Trustee, the Master Servicer and the
Special Servicer in writing that the Trustee is no longer exempt from the
foregoing rating requirements imposed by this sentence. 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 either to (i) resign immediately in the
manner and with the effect specified in Section 8.07, (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 8.07.

SECTION 8.7 Resignation and Removal of the Trustee and the Fiscal
Agent.

The Trustee and the Fiscal Agent may at any time resign and be
discharged from their respective obligations and duties hereunder by giving
written notice thereof to the Sellers, the Master Servicer, the Special
Servicer and to all Certificateholders. Upon receiving such notice of
resignation, the Master Servicer shall promptly appoint a successor Trustee or
Fiscal Agent, by written instrument, in duplicate, which instrument shall be
delivered to the resigning Trustee or Fiscal Agent and the successor Trustee or
Fiscal Agent, as applicable. If no successor Trustee or Fiscal Agent shall
have been so appointed and have accepted appointment within 30 days after the

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giving of such notice of resignation, the resigning Trustee or Fiscal Agent may
petition any court of competent jurisdiction for the appointment of a successor
Trustee or Fiscal Agent.

If at any time the Trustee or the Fiscal Agent shall cease to be
eligible to continue as such under this Agreement, 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 of its property
shall be appointed, or any public officer shall take charge or control of the
Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation, then the Master Servicer may remove the Trustee or
the Fiscal Agent and the Master Servicer shall promptly appoint a successor
Trustee or successor Fiscal Agent by written instrument, which shall be
delivered to the Trustee or Fiscal Agent so removed and to the successor
Trustee or successor Fiscal Agent, as applicable.

The Holders of Certificates entitled to at least 51% of the Voting
Rights may at any time remove the Trustee or the Fiscal Agent and appoint a
successor Trustee or successor Fiscal Agent by written instrument or
instruments, in triplicate, signed by such Holders or their attorneys-in-fact
duly authorized, one complete set of which instruments shall be delivered to
the Master Servicer, one complete set to the Trustee or Fiscal Agent so
removed, one complete set and one complete set to the successor Trustee or
Fiscal Agent so appointed.

If at any time the Trustee resigns or is removed, the Fiscal Agent may
resign or the Master Servicer may remove the Fiscal Agent. Similarly, if at
any time the Fiscal Agent resigns or is removed, the Trustee may resign or the
Master Servicer may remove the Trustee.

In the event that the Trustee or Fiscal Agent is terminated or removed
pursuant to this Section 8.07, all of its rights and obligations under this
Agreement and in and to the Mortgage Loans shall be terminated, other than any
rights or obligations that occurred prior to the date of such termination or
removal (including the right to receive all fees, expenses and other amounts
accrued or owing to it under this Agreement, plus interest at the Advance Rate
on all 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 or removal).

Any resignation or removal of the Trustee or Fiscal Agent and
appointment of a successor Trustee or a successor Fiscal Agent pursuant to any
of the provisions of this Section 8.07 shall not become effective until
acceptance of appointment by the successor Trustee or Fiscal Agent as provided
in Section 8.08.

SECTION 8.8 Successor Trustee and Fiscal Agent.

(a) Any successor Trustee and any Fiscal Agent appointed as provided
in Section 8.07 shall execute, acknowledge and deliver to the Depositor, the
Master Servicer 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 or Fiscal
Agent herein. The predecessor Trustee shall deliver to the successor Trustee
all Mortgage

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Loan Files and related documents and statements held by it hereunder, and the
Depositor and the predecessor Trustee 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 all such
rights, powers, duties and obligations. No successor Trustee shall accept
appointment as provided in this Section 8.08 unless at the time of such
acceptance such successor Trustee shall be eligible under the provisions of
Section 8.06.

Upon acceptance of appointment by a successor Trustee as provided in
this Section 8.08, the Depositor shall mail notice of the succession of such
Trustee hereunder to all Holders of Certificates at their addresses as shown in
the Certificate Register. If the Depositor fails to mail such notice within 10
days after acceptance of appointment by the successor Trustee, the successor
Trustee shall cause such notice to be mailed at the expense of the Depositor.

(b) Any successor Trustee or Fiscal Agent appointed pursuant to this
Agreement shall meet the eligibility requirements set forth in Section 8.06
hereof and shall be acceptable to each Rating Agency as evidenced by written
confirmation that such appointment will not cause a downgrade, qualification or
withdrawal of the then current ratings assigned to the Certificates.

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 8.06, without the execution or filing of any paper or any further act
on the part of any of the parties hereto, anything herein to the contrary
notwithstanding.

SECTION 8.10 Appointment of Co-Trustee or Separate Trustee.

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 not have joined in such 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, obligations and liabilities hereunder. No co-trustee
or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor Trustee under Section 8.06 hereunder and no notice
to Holders of Certificates of the appointment of co-trustee(s) or separate
trustee(s) shall be required under Section 8.08 hereof.

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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 Master 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, 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 by 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 of its
estates, properties, rights, remedies and trusts shall vest in and be exercised
by the Trustee, to the extent permitted by law, without the appointment of a
new or successor trustee.

SECTION 8.11 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 3.24 and 4.06.

(b) The Fiscal Agent undertakes to perform such duties and only such
duties as are specifically set forth in Sections 3.24 and 4.06.

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(c) No provision of this Agreement shall be construed to relieve the
Fiscal Agent from liability for its own negligent failure to act 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 3.24 and 4.06, 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 the Depositor, the Master Servicer, the Special Servicer or the Trustee and
which on their face do not contradict the requirements of this Agreement, and
(ii) the provisions of clause (ii) of Section 8.01(c) shall apply to the Fiscal
Agent.

(d) Except as otherwise provided in Section 8.11(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 8.02(a).

SECTION 8.12 Monitoring Certificateholders and Controlling Class
Representative.

(a) Each Monitoring Certificateholder is hereby deemed to have agreed
by virtue of its purchase of a Certificate to provide its name and address to
the Trustee and to notify the Trustee of the transfer of any Certificate of the
Monitoring Class, the selection of a Controlling Class Representative or the
resignation or removal thereof. Any Certificateholder at any time appointed
Controlling Class Representative is hereby deemed to have agreed by virtue of
its purchase of a Certificate to notify the Trustee when such Certificateholder
is appointed Controlling Class Representative and when it is removed or
resigns.

(b) Within thirty (30) days of the Closing Date, the Trustee shall
notify the Monitoring Certificateholders that they may select a Controlling
Class Representative for purposes of Section 3.29 of this Agreement. Such
notice shall set forth the process established by the Trustee in order to
select a Controlling Class Representative.

(c) Once a Controlling Class Representative has been selected
pursuant to clause (b) above, each of the Master Servicer, the Special
Servicer, the Depositor, the Trustee and each other Certificateholder (or
Beneficial Owner, if applicable) shall be entitled to rely on such selection
unless a majority of the Monitoring Certificateholders, by Class Balance, or
such Controlling Class Representative shall have notified the Trustee and each
other Monitoring Certificateholder, in writing, of the resignation of such
Controlling Class Representative or the selection of a new Controlling Class
Representative. Upon the resignation of a Controlling Class Representative,
the Trustee shall request the Monitoring Certificateholders to select a new
Controlling Class Representative.

(d) Within two (2) Business Days (or as soon thereafter as
practicable if Certificates of Monitoring Certificateholder are held in Book-
Entry Form) of receiving a request from the Special Servicer pursuant to
3.29(l) the Trustee shall deliver to the Special Servicer and the Master
Servicer a list of each Monitoring Certificateholder and the Controlling Class
Representative including names and addresses. In addition to the foregoing,
within two (2) Business Days of receiving notice of the

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selection of a new Controlling Class Representative or the existence of a new
Monitoring Certificateholder, the Trustee shall notify the Special Servicer.

(e) If at any time a Book-Entry Certificate belongs to the Monitoring
Class, the Trustee shall notify the related Beneficial Owner or Beneficial
Owners (through the Depository, unless the Trustee shall have been previously
provided with the name and address of such Beneficial Owner or Beneficial
Owners) of such event and shall request that it be informed of any change in
the identity of the related Beneficial Owner from time to time.

(f) Until it receives notice to the contrary each of the Servicers
and the Trustee shall be entitled to rely on the most recent notification with
respect to the identity of the Monitoring Certificateholders and the
Controlling Class Representative.

(g) The Controlling Class Representative will have no liability to
the Certificateholders for any action taken, or for refraining from the taking
of any action, in good faith pursuant to this Agreement, or for error in
judgment; provided, however, that the Controlling Class Representative will not
be protected against any liability which would otherwise be imposed by reason
of willful misfeasance, bad faith or negligence in the performance of duties or
by reason of reckless disregard of obligations or duties.

(h) By its acceptance of a Certificate, each Certificateholder shall
be deemed to have confirmed its understanding that the Controlling Class
Representative may take actions that favor the interest of one or more Classes
of the Certificates over other Classes of the Certificates, and that the
Controlling Class Representative may have special relationships and interests
that conflict with those of holders of some Classes of the Certificate; and,
absent willful misfeasance, bad faith or negligence on the part of the
Controlling Class Representative, each Certificateholder shall be deemed to
have agreed to take no action against the Controlling Class Representative or
any of its officers, directors, employees, principals or agents as a result of
such a special relationship or conflict.

SECTION 8.13 Representations and Warranties of the Trustee and the
Fiscal Agent.

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

(i) The Trustee is a national banking association, duly
organized, validly existing and in good standing under the laws
governing its creation and existence and has full corporate power and
authority to own its property, to carry on its business as presently
conducted, and to enter into and perform its obligations under this
Agreement;

(ii) The execution and delivery by the Trustee of this
Agreement have been duly authorized by all necessary corporate action on
the part of the Trustee; neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated in this
Agreement, nor compliance with the provisions of this Agreement, will
conflict with or result in a breach of, or constitute a default under,
(i) any of the provisions of any law, governmental rule, regulation,
judgement, decrees or order binding on the Trustee or its properties
that would materially and adversely affect the Trustee's ability to
perform its

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obligations under this Agreement, (ii) the organizational documents of
the Trustee, or (iii) the terms of any material agreement or instrument
to which the Trustee is a party or by which it is bound; the Trustee is
not in default with respect to any order or decree of any court or any
order, regulation or demand of any federal, state, municipal or other
governmental agency, which default would materially and adversely affect
its performance under this Agreement;

(iii) The execution, delivery and performance by the Trustee of
this Agreement and the consummation of the transactions contemplated by
this Agreement do not require the consent, approval, authorization or
order of, the giving of notice to or the registration with any state,
federal or other governmental authority or agency, except such as has
been or will be obtained, given, effected or taken in order for the
Trustee to perform its obligations under this Agreement;

(iv) This Agreement has been duly executed and delivered by the
Trustee and, assuming due authorization, execution and delivery by the
other parties hereto, constitutes a valid and binding obligation of the
Trustee, enforceable against the Trustee in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium and other similar laws affecting
creditors' rights generally as from time to time in effect, and to
general principles of equity (regardless of whether such enforceability
is considered in a proceeding in equity or at law); and

(v) There are no actions, suits or proceeding pending or, to
the best of the Trustee's knowledge, threatened, against the Trustee
that, either in one instance or in the aggregate, would draw into
question the validity of this Agreement, or which would be likely to
impair materially the ability of the Trustee to perform under the terms
of this Agreement.

(b) The Fiscal Agent hereby represents and warrants as of the Closing
Date that:

(i) The Fiscal Agent is a foreign banking corporation duly
organized, validly existing and in good standing under the laws
governing its creation and existence and has full corporate power and
authority to own its property, to carry on its business as presently
conducted, and to enter into and perform its obligations under this
Agreement;

(ii) The execution and delivery by the Fiscal Agent of this
Agreement have been duly authorized by all necessary corporate action on
the part of the Fiscal Agent; neither the execution and delivery of this
Agreement, nor the consummation of the transactions contemplated in this
Agreement, nor compliance with the provisions of this Agreement, will
conflict with or result in a breach of, or constitute a default under,
(i) any of the provisions of any law, governmental rule, regulation,
judgement, decrees or order binding on the Fiscal Agent or its
properties that would materially and adversely affect the Fiscal Agent's
ability to perform its obligations under this Agreement, (ii) the
organizational documents of the Fiscal Agent, or (iii) the terms of any
material agreement or instrument to which the Fiscal Agent is a party or
by which it is bound; the Fiscal Agent is not in default with respect to
any order or decree of any court or any order, regulation or demand of
any federal, state,

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municipal or other governmental agency, which default would materially
and adversely affect its performance under this Agreement;

(iii) The execution, delivery and performance by the Fiscal
Agent of this Agreement and the consummation of the transactions
contemplated by this Agreement do not require the consent, approval,
authorization or order of, the giving of notice to, or the registration
with, any state, federal or other governmental authority or agency,
except such as has been obtained, given, effected or taken prior to the
date hereof;

(iv) This Agreement has been duly executed and delivered by the
Fiscal Agent and, assuming due authorization, execution and delivery by
the other parties hereto, constitutes a valid and binding obligation of
the Fiscal Agent, enforceable against the Fiscal Agent in accordance
with its terms, subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium and other similar
laws affecting creditors' rights generally as from time to time in
effect, and to general principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law); and

(v) There are no actions, suits or proceedings pending or, to
the best of the Fiscal Agent's knowledge, threatened, against the Fiscal
Agent that, either in any one instance or in the aggregate, would draw
into question the validity of this Agreement, or which would be likely
to impair materially the ability of the Fiscal Agent to perform under
the terms of this Agreement.

ARTICLE IX

TERMINATION

SECTION 9.1 Termination.

The respective obligations and responsibilities under this Agreement of
the Depositor, the Master Servicer, the Special Servicer, the Trustee and the
Fiscal Agent (other than the obligations to provide for and make payments and
to send certain notices to Certificateholders as hereafter set forth and any
indemnification provision) shall terminate upon payment to the
Certificateholders and the deposit of all amounts held by or on behalf of the
Master Servicer and the Trustee and required hereunder to be so paid or
deposited on the Distribution Date following the earlier to occur of (i) the
purchase by any of the Master Servicer, the Special Servicer (if the Master
Servicer has not exercised its option), the holders of an aggregate Percentage
Interest in excess of 50% of the Most Subordinate Class of Certificates (if
neither the Master Servicer or the Special Servicer, has exercised its option)
or any holder of a Class R-I Certificate (if neither the Master Servicer, the
Special Servicer, nor the holders of an aggregate Percentage Interest in excess
of 50% of the Most Subordinate Class has exercised its option) of all of the
assets remaining in the Trust Fund at a price equal to the greater of (a) the
sum of (1) the aggregate Repurchase Price of all the Mortgage Loans (other than
REO Property) included in the Trust Fund, plus the appraised value of each REO
Property, if any, included in the Trust Fund, as determined by the Depositor
and (2) one month's accrued interest on the Scheduled Principal Balance of any
REO Mortgage Loan and (b) the aggregate Class Balance

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of all the Certificates plus accrued and unpaid interest thereon; and (ii) the
final payment or other liquidation (or any advance with respect thereto) of the
last Mortgage Loan or REO Property remaining in the Trust Fund; provided,
however, that in no event shall the trust created hereby continue beyond the
expiration of 21 years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States to the Court of
St. James, living on the date hereof.

Any Person which shall make an election to purchase all of the Mortgage
Loans remaining in the Trust Fund pursuant to clause (i) of the preceding
paragraph shall do so by giving written notice to the Trustee and the Depositor
no later than 60 days prior to the anticipated date of purchase; provided,
however, that no such election to purchase all of the Mortgage Loans remaining
in the Trust Fund pursuant to clause (i) above shall be made unless the
aggregate Scheduled Principal Balance of the Mortgage Loans remaining in the
Trust Fund at the time of such election is less than 1% of the Scheduled
Principal Balance of the Mortgage Loans as of the Cut-off Date.

Notice of any termination shall be given promptly by any such Person
electing to terminate by letter to Certificateholders mailed (a) in the event
such notice is given in connection with the purchase of the Mortgage Loans and
each REO Property, not earlier than the first day and not later than the 30th
day of the month next preceding the month of the proposed final distribution on
the Certificates or (b) otherwise during the month of such final distribution
on or before the Determination Date in such month, in each case specifying (i)
the Distribution Date upon which the Trust Fund will terminate and final
payment of the Certificates will be made upon presentation and surrender of
Certificates at the office of the Certificate Registrar therein designated,
(ii) the amount of any such final payment and (iii) that the Record Date
otherwise applicable to such Distribution Date is not applicable, payments
being made only upon presentation and surrender of the Certificates at the
office of the Certificate Registrar. Unless it is acting as Certificate
Registrar, the Trustee shall give such notice to the Certificate Registrar at
the time such notice is given to Certificateholders. In the event such notice
is given in connection with the purchase of all of the Mortgage Loans remaining
in the Trust Fund as set forth above, the purchaser shall deposit in the
Certificate Account not later than the last Business Day of the Collection
Period relating to the Distribution Date on which the final distribution on the
Certificates is to occur an amount in immediately available funds equal to the
above-described purchase price. Upon receipt of an Officers' Certificate to
the effect that such final deposit has been made, the Trustee shall release to
the purchaser the Mortgage Loan Files for the remaining Mortgage Loans and
shall execute all assignments, endorsements and other instruments necessary to
effectuate transfer of the Mortgage Loans.

Upon presentation and surrender of the Certificates by the
Certificateholders on the final Distribution Date, the Trustee shall distribute
to each Certificateholder so presenting and surrendering its Certificates (i)
the amount otherwise distributable on such Distribution Date in accordance with
Section 4.01 in respect of the Certificates so presented and surrendered, if
not in connection with a purchase of all of the Mortgage Loans, or (ii) such
Certificateholder's Percentage Interest of that portion of the Available
Distribution Amount for such Distribution Date allocable to payments on the
Class of Certificates so presented and surrendered as described below, if in
connection with a purchase of all of the Mortgage Loans pursuant to this
Section. If the Trust Fund is to terminate in connection with a purchase of
all of the Mortgage Loans, the Available

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Distribution Amount for the final Distribution Date shall be allocated in the
order set forth in Section 4.01.

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 any Mortgage Loan, unless 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
Percentage Interests of at least 25% of 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 60 days after its receipt of such notice, request and offer of indemnity,
shall have neglected or refused to institute any such action, suit or
proceeding. It is understood and intended, and expressly covenanted by each
Certificateholder with every other Certificateholder and the Trustee, that no
one or more Holders of Certificates 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 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.

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SECTION 10.3 Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK 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 (except that notices to Holders
of Class R-I, Class R-II and Class R-III Certificates or Holders of any Class
of Certificates no longer held through a Depository and instead held in
registered, definitive form shall be deemed to have been given upon being sent
by first class mail, postage prepaid) as follows:

If to the Trustee, to:

LaSalle National Bank
135 South LaSalle Street, Suite 1740
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services Group,
AMRESCO, Series 1997-C1

If to the Fiscal Agent, to:

ABN AMRO Bank N.V.
135 South LaSalle Street, Suite 1740
Chicago, Illinois 60674-4107
Attention: Asset-Backed Securities Trust Services Group,
AMRESCO, Series 1997-C1

If to the Depositor, to:

AMRESCO Commercial Mortgage Funding I Corporation
Suite 2400, L.B. No. 342
700 North Pearl Street
Dallas, Texas 75201
Attention: President

If to the Master Servicer, to:

AMRESCO Management, Inc.
235 Peachtree Street, Suite 900
Atlanta, Georgia 30303
Attention: Legal Counsel

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With copies to:

AMRESCO, INC.
700 N. Pearl Street, Suite 1700
Dallas, Texas 75201
Attention: General Counsel

If to the Special Servicer, to:

Midland Loan Services, L.P.
210 West 10th Street, 6th Floor
Kansas City, Missouri 64105
Attention: Alan Atterbury

If to the Sellers, to:

AMRESCO CAPITAL CORPORATION
Suite 2400, L.B. No. 342
700 North Pearl Street
Dallas, Texas 75201
Attention: President

Goldman Sachs Mortgage Company
85 Broad Street
New York, New York 10004
Attention: Jeffrey Fastov
Vice President

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.

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SECTION 10.6 Notice to the Depositor and Each Rating Agency.

(a) The Trustee shall use its best efforts to promptly provide 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 (provided
that the Trustee shall be under no obligation to make an investigation
concerning whether any such event has occurred):

(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 Master Servicer, Special Servicer, the Trustee or Fiscal Agent;

(iv) the repurchase of Mortgage Loans pursuant to Section
2.03(b);

(v) the final payment to any Class of Certificateholders;

(vi) any change in the location of the Collection Account or
the Certificate Account;

(vii) any event that would result in the voluntary or
involuntary termination of any insurance of the accounts of the Master
Servicer;

(viii) each report to Certificateholders described in Section
4.02 and Section 3.22;

(ix) any change in the lien priority of a Mortgage Loan;

(x) any new lease of an anchor or a termination of an anchor
lease at a retail Mortgaged Property;

(xi) any termination of licensing certification at a Mortgaged
Property securing a senior housing/healthcare Mortgage Loan; and

(xii) any material damage to a Mortgaged Property.

(b) The Master 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; and

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(iii) a copy of each rent roll and each operating and other
financial statement and occupancy reports, to the extent such
information is required to be delivered under a Mortgage Loan, in each
case to the extent collected pursuant to Section 3.03.

(c) The Master Servicer shall furnish each Rating Agency with such
information with respect to the Trust Fund, a Mortgaged Property, a Mortgagor
and a non-performing or Specially Serviced Mortgage Loan as such Rating Agency
shall reasonably request and which the Master Servicer can reasonably obtain.
The Rating Agencies shall not be charged any fee or expense in connection
therewith.

(d) Notices to each Rating Agency shall be addressed as follows:

Standard & Poor's Rating Services
26 Broadway
New York, New York 10004
Attention: Commercial Mortgage Surveillance Group

Fitch Investors Service, L.P.
One State Street Plaza
New York, New York 10004
Attention: Commercial Mortgage Surveillance Group

or in each case to such other address as either 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 Master 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 supplement any provisions herein or
therein that may be defective or 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
Certificates by each Rating Agency, (iv) to amend or supplement any provisions
herein or therein that shall not adversely affect in any material respect the
interests of any Certificateholder not consenting thereto, as evidenced in
writing by an Opinion of Counsel, at the expense of the party requesting such
amendment, or confirmation in writing from each Rating Agency that such
amendment or supplement will not result in a qualification, withdrawal or
downgrading of the then-current ratings assigned to the Certificates, or (v) 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 a downgrade, qualification or withdrawal of
the then current rating or ratings then assigned to any outstanding Class of
Certificates, as confirmed by each Rating Agency in writing.

This Agreement or any Custodial Agreement may also be amended from time
to time by the Depositor, the Master Servicer, the Special Servicer, the
Trustee and the Fiscal Agent with the consent of the Holders of each of the
Classes of Certificates representing not less than 66-2/3% of

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the Percentage Interests of each Class of Certificates affected by the
amendment for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of 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 all the holders of
all Certificates representing all Percentage Interests of the Class or
Classes affected thereby;

(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 representing all of the Percentage Interest of the Class or
Classes affected hereby;

(iii) alter the Servicing Standard or the Special Servicing
Standard or the obligations of the Master 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
Percentage Interests of the Class or Classes affected thereby; or

(iv) amend any section hereof which relates to the amendment of
this Agreement without the consent of all the holders of all
Certificates representing all Percentage Interests of the Class or
Classes affected thereby.

Further, the Depositor, the Master 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 to modify,
eliminate or add to any of its provisions to such extent as shall be necessary
to maintain the qualification of the REMICs formed hereunder as three 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.

In the event that neither the Depositor nor any successor thereto, if
any, is in existence, any amendment under this Section 10.07 shall be effective
with the consent of the Trustee, the Fiscal Agent, the Master Servicer and the
Special Servicer, in writing, and to the extent required by this Section, the
Certificateholders. Promptly after the execution of any amendment, the Master
Servicer shall forward to the Trustee and the Trustee shall furnish written
notification of the substance of such amendment to each Certificateholder and
each Rating Agency.

It shall not be necessary for the consent of Certificateholders under
this Section 10.07 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

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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, if requested
by the Master Servicer and/or the Trustee, the Master 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 either 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 any of REMIC I, REMIC II or REMIC III 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 Master Servicer may request and shall be entitled to rely conclusively upon
an Opinion of Counsel, at the expense of the party requesting such amendment
(or, if such amendment is required by either Rating Agency to maintain the
rating issued by it or requested by the Trustee for any purpose described in
clause (i), (ii), (iii) or (v) (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
and the Fiscal Agent may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's or the Fiscal Agent'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, 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 Certificate Account, whether in the form of cash,
instruments, securities or other property; (c) the possession by the Trustee
(or the Custodian on its behalf) of Mortgage 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

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Delaware and Illinois Uniform Commercial Code; 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 Master 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.

SECTION 10.9 No Intended Third-Party Beneficiaries.

No Person other than a party to this Agreement and any Certificateholder
shall have any rights with respect to the enforcement of any of the rights or
obligations hereunder. Without limiting the foregoing, the parties to this
Agreement specifically state that no Mortgagor, property manager or other party
to a Mortgage Loan is an intended third-party beneficiary of this Agreement.

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IN WITNESS WHEREOF, the Depositor, the Master 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 all as of the day
and year first above written.

AMRESCO COMMERCIAL MORTGAGE
FUNDING I CORPORATION,
as Depositor

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

AMRESCO MANAGEMENT, INC.
as Master Servicer

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

MIDLAND LOAN SERVICES, L.P.,
Special Servicer

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

By:
-------------------------------
Name:
Title:
<PAGE> 166

LASALLE NATIONAL BANK,
as Trustee, Custodian, Certificate
Registrar
and Paying Agent

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

ABN AMRO BANK, N.V.,
as Fiscal Agent

By:
--------------------------------------
Name:
Title:
<PAGE> 167
STATE OF NEW YORK )
) ss:
COUNTY OF NEW YORK )

On this ____ day of July, 1997, before me, the undersigned, a Notary
Public in and for the State of New York, duly commissioned and sworn,
personally appeared ______________________, to me known who, by me duly sworn,
did depose and acknowledge before me and say that s/he resides at
______________________________________________; that s/he is the _____________
of ___________________________________, a Delaware corporation, the corporation
described in and that executed the foregoing instrument; and that s/he signed
her/his name thereto under authority of the board of directors of said
corporation and on behalf of such corporation.