POOLING AND SERVICING AGREEMENT

                                                                       Exhibit 4



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

                BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC.
                                   as Depositor,


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                               as Master Servicer,


                             ARCAP SERVICING, INC.,
                              as Special Servicer,


                        LASALLE BANK NATIONAL ASSOCIATION,
                            as Trustee and Custodian,


                                       and


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
        as Paying Agent, Certificate Registrar and Authenticating Agent,



                         POOLING AND SERVICING AGREEMENT

                           Dated as of October 1, 2006




                  COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
                                SERIES 2006-TOP24

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


<PAGE>

                                TABLE OF CONTENTS

                                    ARTICLE I
                                   DEFINITIONS

Section 1.1     Definitions.....................................................5

Section 1.2     Calculations Respecting Mortgage Loans.........................75

Section 1.3     Calculations Respecting Accrued Interest.......................76

Section 1.4     Interpretation.................................................76

Section 1.5     ARD Loans......................................................76

Section 1.6     Certain Matters with respect to Loan Pairs and
               A/B Mortgage Loans.............................................77


                                   ARTICLE II
                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

Section 2.1     Conveyance of Mortgage Loans...................................79

Section 2.2     Acceptance by Trustee..........................................82

Section 2.3     Sellers' Repurchase of Mortgage Loans for Material
               Document Defects and Material Breaches of
               Representations and Warranties.................................84

Section 2.4     Representations and Warranties.................................90

Section 2.5     Conveyance of Interests........................................91

Section 2.6     Certain Matters Relating to Non-Serviced Mortgage Loans........92


                                   ARTICLE III
                                THE CERTIFICATES

Section 3.1     The Certificates...............................................92

Section 3.2     Registration...................................................93

Section 3.3     Transfer and Exchange of Certificates..........................93

Section 3.4     Mutilated, Destroyed, Lost or Stolen Certificates..............99

Section 3.5     Persons Deemed Owners.........................................100

Section 3.6     Access to List of Certificateholders' Names and
               Addresses.....................................................100

Section 3.7     Book-Entry Certificates.......................................100

Section 3.8     Notices to Clearing Agency....................................104

Section 3.9     Definitive Certificates.......................................104


                                   ARTICLE IV
                                    ADVANCES

Section 4.1     P&I Advances by Master Servicer...............................105

Section 4.1A    P&I Advances with Respect to Non-Serviced Mortgage
               Loans and Serviced Pari Passu Mortgage
               Loans.........................................................105

Section 4.2     Servicing Advances............................................106

Section 4.3     Advances by the Trustee.......................................107

Section 4.4     Evidence of Nonrecoverability.................................108


                                      -i-

<PAGE>

Section 4.5     Interest on Advances; Calculation of Outstanding
               Advances with Respect to a Mortgage
               Loan..........................................................109

Section 4.6     Reimbursement of Advances and Advance
               Interest......................................................109


                                    ARTICLE V
                           ADMINISTRATION OF THE TRUST

Section 5.1     Collections...................................................111

Section 5.2     Application of Funds in the Certificate Account and
               Interest Reserve Account......................................115

Section 5.3     Distribution Account and Reserve Account......................125

Section 5.4     Paying Agent Reports..........................................127

Section 5.5     Paying Agent Tax Reports......................................129


                                   ARTICLE VI
                                  DISTRIBUTIONS

Section 6.1     Distributions Generally.......................................129

Section 6.2     REMIC I.......................................................130

Section 6.3     REMIC II......................................................130

Section 6.4     Reserved......................................................132

Section 6.5     REMIC III.....................................................132

Section 6.6     Allocation of Realized Losses, Expense Losses and
               Shortfalls Due to Nonrecoverability...........................138

Section 6.7     Prepayment Interest Shortfalls and Net Aggregate
               Prepayment Interest Shortfalls................................140

Section 6.8     Adjustment of Servicing Fees..................................141

Section 6.9     Appraisal Reductions..........................................141

Section 6.10    Compliance with Withholding Requirements......................142

Section 6.11    Prepayment Premiums...........................................142


                                   ARTICLE VII
                CONCERNING THE TRUSTEE, THE PAYING AGENT AND THE
                            LUXEMBOURG PAYING AGENT

Section 7.1     Duties of the Trustee and the Paying Agent....................143

Section 7.2     Certain Matters Affecting the Trustee and the Paying Agent....144

Section 7.3     The Trustee and the Paying Agent Not Liable for
               Certificates or Interests or Mortgage
                Loans.........................................................146

Section 7.4     The Trustee and the Paying Agent May Own
               Certificates..................................................148

Section 7.5     Eligibility Requirements for the Trustee and the Paying
               Agent.........................................................148

Section 7.6     Resignation and Removal of the Trustee or the Paying
               Agent.........................................................148

Section 7.7     Successor Trustee or Paying Agent.............................150

Section 7.8     Merger or Consolidation of Trustee or Paying Agent............151
Section 7.9     Appointment of Co-Trustee, Separate Trustee, Agents or
               Custodian.....................................................151

Section 7.10    Authenticating Agents.........................................153

Section 7.11    Indemnification of Trustee and the Paying Agent...............154


                                       -ii-

<PAGE>

Section 7.12    Fees and Expenses of Trustee and the Paying Agent.............156

Section 7.13    Collection of Moneys..........................................156

Section 7.14    Trustee To Act; Appointment of Successor......................156

Section 7.15    Notification to Holders.......................................159

Section 7.16    Representations and Warranties of the Trustee
               and the Paying Agent..........................................159

Section 7.17    Fidelity Bond and Errors and Omissions Insurance
               Policy Maintained by the Trustee and the Paying
               Agent.........................................................161

Section 7.18    Appointment of Luxembourg Paying Agent; Notification to
               Certificateholders............................................161

Section 7.19    Appointment of a Fiscal Agent.................................162


                                  ARTICLE VIII
                 ADMINISTRATION AND SERVICING OF MORTGAGE LOANS

Section 8.1     Servicing Standard; Servicing Duties..........................163

Section 8.2     Fidelity Bond and Errors and Omissions Insurance
               Policy Maintained by the Master Servicer......................166

Section 8.3     Master Servicer's General Power and
               Duties........................................................166

Section 8.4     Primary Servicing and Sub-Servicing...........................172

Section 8.5     Servicers May Own Certificates................................175

Section 8.6     Maintenance of Hazard Insurance, Other Insurance,
               Taxes and Other...............................................175

Section 8.7     Enforcement of Due-On-Sale Clauses; Assumption
                Agreements; Due-On-Encumbrance Clause.........................178

Section 8.8     Trustee to Cooperate; Release of Trustee Mortgage
               Files.........................................................182

Section 8.9     Documents, Records and Funds in Possession of Master
               Servicer to be Held for the Trustee for the Benefit
               of the Certificateholders.....................................184

Section 8.10    Servicing Compensation........................................184

Section 8.11    Master Servicer Reports; Account Statements...................185

Section 8.12    Reserved......................................................188

Section 8.13    Reserved......................................................188

Section 8.14    CMSA Operating Statement Analysis Reports
               Regarding the Mortgaged Properties............................188

Section 8.15    Other Available Information and Certain Rights of
               the Master Servicer...........................................189

Section 8.16    Rule 144A Information.........................................191

Section 8.17    Inspections...................................................192

Section 8.18    Modifications, Waivers, Amendments, Extensions and
               Consents......................................................192

Section 8.19    Specially Serviced Mortgage Loans.............................195

Section 8.20    Representations, Warranties and Covenants of the Master
               Servicer......................................................196

Section 8.21    Merger or Consolidation.......................................197

Section 8.22    Resignation of Master Servicer................................198

Section 8.23    Assignment or Delegation of Duties by Master Servicer.........198

Section 8.24    Limitation on Liability of the Master Servicer and
               Others........................................................199

Section 8.25    Indemnification; Third-Party Claims...........................201

Section 8.26    Reserved......................................................204

Section 8.27    Compliance with REMIC Provisions and Grantor Trust
               Provisions....................................................204

Section 8.28    Termination...................................................205


                                      -iii-

<PAGE>

Section 8.29    Procedure Upon Termination....................................207

Section 8.30    Operating Adviser Contact with Master Servicer
               and Special Servicer..........................................210


                                   ARTICLE IX
      ADMINISTRATION AND SERVICING OF SPECIALLY SERVICED MORTGAGE LOANS BY
                                 SPECIAL SERVICER

Section 9.1     Duties of Special Servicer....................................210

Section 9.2     Fidelity Bond and Errors and Omissions
               Insurance Policy of Special Servicer..........................212

Section 9.3     Sub-Servicers.................................................212

Section 9.4     Special Servicer General Powers and Duties....................212

Section 9.5     "Due-on-Sale" Clauses; Assignment and Assumption Agreements;
               Modifications of Specially Serviced Mortgage Loans;
               Due-On-Encumbrance Clauses....................................215

Section 9.6     Release of Mortgage Files.....................................220

Section 9.7     Documents, Records and Funds in Possession of Special
                Servicer To Be Held for the Trustee..........................221

Section 9.8     Representations, Warranties and Covenants of the Special
               Servicer......................................................222

Section 9.9     Standard Hazard, Flood and Comprehensive General
               Liability Insurance Policies..................................223

Section 9.10    Presentment of Claims and Collection of Proceeds..............225

Section 9.11    Compensation to the Special Servicer..........................225

Section 9.12    Realization Upon Defaulted Mortgage Loans.....................226

Section 9.13   Foreclosure....................................................228

Section 9.14    Operation of REO Property.....................................229

Section 9.15    Sale of REO Property..........................................232

Section 9.16    Realization on Collateral Security............................233

Section 9.17    Reserved......................................................233

Section 9.18    Reserved......................................................234

Section 9.19    Reserved......................................................234

Section 9.20    Merger or Consolidation.......................................234

Section 9.21    Resignation of Special Servicer...............................234

Section 9.22    Assignment or Delegation of Duties by Special Servicer........235

Section 9.23    Limitation on Liability of the Special Servicer and
                Others........................................................235

Section 9.24    Indemnification; Third-Party Claims...........................238

Section 9.25    Reserved......................................................239

Section 9.26    Special Servicer May Own Certificates.........................239

Section 9.27    Tax Reporting.................................................240

Section 9.28    Application of Funds Received.................................240

Section 9.29    Compliance with REMIC Provisions and Grantor Trust
               Provisions....................................................240

Section 9.30    Termination...................................................240

Section 9.31    Procedure Upon Termination....................................242

Section 9.32    Certain Special Servicer Reports..............................243

Section 9.33    Special Servicer to Cooperate with the Master Servicer,
               the Trustee and Paying Agent..................................247

Section 9.34    Reserved......................................................248


                                      -iv-

<PAGE>

Section 9.35    Reserved......................................................248

Section 9.36    Sale of Defaulted Mortgage Loans..............................248

Section 9.37    Operating Adviser; Elections..................................251

Section 9.38    Limitation on Liability of Operating Adviser..................252

Section 9.39    Duties of Operating Adviser...................................252

Section 9.40    Rights of the Holder of a B Note..............................255


                                    ARTICLE X
                      PURCHASE AND TERMINATION OF THE TRUST

Section 10.1    Termination of Trust Upon Repurchase or Liquidation
               of All Mortgage Loans.........................................256

Section 10.2    Procedure Upon Termination of Trust...........................257

Section 10.3    Additional Trust Termination Requirements.....................258


                                   ARTICLE XI
                          RIGHTS OF CERTIFICATEHOLDERS

Section 11.1    Limitation on Rights of Holders...............................259

Section 11.2    Access to List of Holders.....................................260

Section 11.3    Acts of Holders of Certificates...............................261


                                   ARTICLE XII
                     REMIC AND GRANTOR TRUST ADMINISTRATION

Section 12.1    REMIC Administration..........................................261

Section 12.2    Prohibited Transactions and Activities........................266

Section 12.3    Modifications of Mortgage Loans...............................267

Section 12.4    Liability with Respect to Certain Taxes and Loss of
               REMIC Status..................................................267

Section 12.5    Class P Grantor Trust.........................................267


                                  ARTICLE XIII
                EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

Section 13.1    Intent of the Parties; Reasonableness.........................268

Section 13.2    Information to be Provided by the Master Servicer,
               the Special Servicer, any Primary Servicer and the Paying
               Agent.........................................................269

Section 13.3    Filing Obligations............................................270

Section 13.4    Form 10-D Filings.............................................270

Section 13.5    Form 10-K Filings.............................................272

Section 13.6    Sarbanes-Oxley Certification..................................274

Section 13.7    Form 8-K Filings..............................................275

Section 13.8    Form 15 Filing; Incomplete Exchange Act Filings;
               Amendments to Exchange Act Reports ...........................277

Section 13.9    Annual Compliance Statements .................................278

Section 13.10   Annual Reports on Assessment of Compliance with
               Servicing Criteria ...........................................279

Section 13.11   Annual Independent Public Accountants' Servicing
               Report........................................................281


                                       -v-

<PAGE>

Section 13.12   Indemnification ..............................................282

Section 13.13   Amendments....................................................283

Section 13.14   Exchange Act Report Signatures ...............................283

Section 13.15   Termination of the Paying Agent and Sub-Servicers ............284


                                   ARTICLE XIV
                            MISCELLANEOUS PROVISIONS

Section 14.1    Binding Nature of Agreement...................................284

Section 14.2    Entire Agreement..............................................284

Section 14.3    Amendment.....................................................285

Section 14.4    GOVERNING LAW.................................................287

Section 14.5    Notices.......................................................287

Section 14.6    Severability of Provisions....................................288

Section 14.7    Indulgences; No Waivers.......................................288

Section 14.8    Headings Not to Affect Interpretation.........................288

Section 14.9    Benefits of Agreement ........................................288

Section 14.10   Special Notices to the Rating Agencies .......................288

Section 14.11   Counterparts..................................................290

Section 14.12   Intention of Parties..........................................290

Section 14.13   Recordation of Agreement......................................291

Section 14.14   Rating Agency Monitoring Fees.................................292

Section 14.15   Acknowledgement by Primary Servicer...........................292



                                      -vi-

<PAGE>

                        EXHIBITS AND SCHEDULES
                       ----------------------

EXHIBIT A-1           Form of Class A-1 Certificate

EXHIBIT A-2           Form of Class A-2 Certificate

EXHIBIT A-3           Form of Class A-3 Certificate

EXHIBIT A-4           Form of Class A-AB Certificate

EXHIBIT A-5           Form of Class A-4 Certificate

EXHIBIT A-6           Form of Class A-M Certificate

EXHIBIT A-7           Form of Class A-J Certificate

EXHIBIT A-8           Form of Class B Certificate

EXHIBIT A-9            Form of Class C Certificate

EXHIBIT A-10          Form of Class D Certificate

EXHIBIT A-11          Form of Class E Certificate

EXHIBIT A-12          Form of Class F Certificate

EXHIBIT A-13          Form of Class G Certificate

EXHIBIT A-14          Form of Class H Certificate

EXHIBIT A-15          Form of Class J Certificate

EXHIBIT A-16          Form of Class K Certificate

EXHIBIT A-17          Form of Class L Certificate

EXHIBIT A-18          Form of Class M Certificate

EXHIBIT A-19          Form of Class N Certificate

EXHIBIT A-20          Form of Class O Certificate

EXHIBIT A-21          Form of Class P Certificate

EXHIBIT A-22          Form of Class R-I Certificate

EXHIBIT A-23          Form of Class R-II Certificate

EXHIBIT A-24          Form of Class R-III Certificate

EXHIBIT A-25          Form of Class X-1 Certificate

EXHIBIT A-26          Form of Class X-2 Certificate

EXHIBIT B-1           Form of Initial Certification of Trustee (Section 2.2)

EXHIBIT B-2           Form of Final Certification of Trustee (Section 2.2)

EXHIBIT C             Form of Request for Release

EXHIBIT D-1           Form of Transferor Certificate for Transfers to Definitive
                     Privately Offered Certificates (Section 3.3(c))

EXHIBIT D-2A          Form I of Transferee Certificate for Transfers of
                     Definitive Privately Offered Certificates (Section 3.3(c))

EXHIBIT D-2B          Form II of Transferee Certificate for Transfers of
                     Definitive Privately Offered Certificates (Section 3.3(c))

EXHIBIT D-3A          Form I of Transferee Certificate for Transfers of Interests
                     in Book-Entry Privately Offered Certificates
                     (Section 3.3(c))

EXHIBIT D-3B          Form II of Transferee Certificate for Transfers of
                     Interests in Book-Entry Privately Offered Certificates
                     (Section 3.3(c))

EXHIBIT E-1           Form of Transfer Affidavit and Agreement (Section 3.3(e))

EXHIBIT E-2           Form of Transfer Affidavit and Agreement (Section 3.3(e))

EXHIBIT F             Form of Regulation S Certificate

EXHIBIT G-1           Form of Principal Primary Servicing Agreement

EXHIBIT G-2           Reserved

EXHIBIT H             Form of Exchange Certification


                                       -i-
<PAGE>

EXHIBIT I             Form of Euroclear Bank or Clearstream Bank Certificate
                     (Section 3.7(d))

EXHIBIT J             List of Loans as to Which Excess Servicing Fees Are Paid
                     ("Excess Servicing Fee")

EXHIBIT K-1           Form of Mortgage Loan Purchase Agreement I (BSCMI)

EXHIBIT K-2           Form of Mortgage Loan Purchase Agreement II (Wells Fargo)

EXHIBIT K-3           Form of Mortgage Loan Purchase Agreement III (Principal II)

EXHIBIT K-4           Form of Mortgage Loan Purchase Agreement IV (MSMC)

EXHIBIT L             Form of Inspection Report

EXHIBIT M             Form of Monthly Certificateholders Reports (Section 5.4(a))

EXHIBIT N             Form of CMSA Operating Statement Analysis Report

EXHIBIT O             Reserved

EXHIBIT P             Reserved

EXHIBIT Q             Reserved

EXHIBIT R             Reserved

EXHIBIT S-1           Form of Power of Attorney to Master Servicer
                     (Section 8.3(c))

EXHIBIT S-2           Form of Power of Attorney to Special Servicer
                     (Section 9.4(a)

EXHIBIT T             Form of Debt Service Coverage Ratio Procedures

EXHIBIT U             Form of Assignment and Assumption Submission to Special
                      Servicer (Section 8.7(a))

EXHIBIT V             Form of Additional Lien, Monetary Encumbrance and Mezzanine
                     Financing Submission Package to the Special Servicer
                     (Section 8.7(e))

EXHIBIT W             Restricted Servicer Reports

EXHIBIT X             Unrestricted Servicer Reports

EXHIBIT Y             Investor Certificate (Section 5.4(a))

EXHIBIT Z             Form of Notice and Certification Regarding Defeasance of
                     Mortgage Loans

EXHIBIT AA            Form of Wells Fargo primary servicing agreement
                     (Section 8.29(b))

EXHIBIT BB            Controlling Class Certificateholder's Reports Checklist

EXHIBIT CC            Form of Performance Certification (Section 13.6)

EXHIBIT CC-1          Reporting Servicer Form of Performance Certification
                     (Section 13.6)

EXHIBIT DD            Form of Notice with respect to Non-Serviced Mortgage Loans

SCHEDULE I            BSCMI Loan Schedule

SCHEDULE II           Wells Fargo Loan Schedule

SCHEDULE III          Principal II Loan Schedule

SCHEDULE IV           MSMC Loan Schedule

SCHEDULE V            Reserved

SCHEDULE VI           List of Escrow Accounts Not Currently Eligible Accounts
                     (Section 8.3(e))

SCHEDULE VII          Certain Escrow Accounts for Which a Report Under Section
                     5.1(g) is Required

SCHEDULE VIII         List of Mortgagors that are Third-Party Beneficiaries Under
                     Section 2.3(a)

SCHEDULE IX            Rates Used in Determination of Class X Pass-Through Rates
                     ("Class X-1 Strip Rate" and
                     "Class X-2 Strip Rate")

SCHEDULE X            Mortgage Loans Secured by Mortgaged Properties Covered by
                      an Environmental Insurance Policy

                                      -ii-
<PAGE>

SCHEDULE XI           List of Mortgage Loans that have Scheduled Payments after
                     the end of a Collection Period

SCHEDULE XII          Loans that Accrue on an Actual/360 basis, but whose
                     Servicing Fees Accrue on a 30/360 Basis

SCHEDULE XIII         Class A-AB Planned Principal Balance

SCHEDULE XIV          Servicing Criteria to be Addressed in Assessment of
                     Compliance

SCHEDULE XV           Additional Form 10-D Disclosure

SCHEDULE XVI          Additional Form 10-K Disclosure

SCHEDULE XVII         Form 8-K Disclosure Information

SCHEDULE XVIII        Additional Disclosure Notification

SCHEDULE XIX          Seller Sub-Servicers


                                      -iii-
<PAGE>

               THIS POOLING AND SERVICING AGREEMENT is dated as of October 1,
2006 (this "Agreement") between BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES
INC., a Delaware corporation, as depositor (the "Depositor"), WELLS FARGO BANK,
NATIONAL ASSOCIATION, as master servicer (the "Master Servicer"), ARCAP
SERVICING, INC., as special servicer (the "Special Servicer"), LASALLE BANK
NATIONAL ASSOCIATION, as trustee and custodian of the Trust (the "Trustee") and
WELLS FARGO BANK, NATIONAL ASSOCIATION, only in its capacity as paying agent
(the "Paying Agent"), certificate registrar and authenticating agent.

                              PRELIMINARY STATEMENT

               On the Closing Date, the Depositor will acquire the Mortgage
Loans from Morgan Stanley Mortgage Capital Inc., as seller ("MSMC"), Principal
Commercial Funding II, LLC, as seller ("Principal II"), Bear Stearns Commercial
Mortgage, Inc., as seller ("BSCMI") and Wells Fargo Bank, National Association,
as seller ("Wells Fargo") and will be the owner of the Mortgage Loans and the
other property being conveyed by it to the Trustee for inclusion in the Trust
which is hereby created. 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 Trust of the Mortgage Loans (other than any Excess Interest
payable thereon) and the other property constituting REMIC I; (ii) the REMIC II
Regular Interests and the Class R-II Certificates as consideration for its
transfer of the REMIC I Regular Interests to the Trust; (iii) the REMIC III
Certificates (other than the portion of the Class P Certificates representing
the right to receive Excess Interest) as consideration for its transfer of the
REMIC II Regular Interests to the Trust; and (iv) the portion of the Class P
Certificates representing the right to receive Excess Interest as consideration
for its transfer to the Trust of such right. 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 and, in the case of the Class P Certificates, the Class P Grantor
Trust. Excess Interest received on the Mortgage Loans shall be held in the Class
P Grantor Trust for the benefit of the Class P Certificates. 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 are for the benefit
of the Holders of the REMIC I Regular Interests, the REMIC II Regular Interests,
the Residual Certificates and the REMIC Regular Certificates (including the
Class P Certificates to the extent of their interest in any Excess Interest).
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 Class A Senior, Class A-M and Class A-J Certificates
(collectively, the "Registered Certificates") will be offered for sale pursuant
to the prospectus (the "Prospectus") dated September 13, 2006, as supplemented
by a free writing prospectus dated October 6, 2006, (the "Free Writing
Prospectus", and together with the Prospectus, the "Preliminary Prospectus
Supplement"), and as further supplemented by the final prospectus supplement
dated October 18, 2006 (the "Prospectus Supplement", and together with the
Prospectus, the "Final Prospectus Supplement"), and the Class X-1, Class X-2,
Class B, Class C, Class D, Class E, Class F, Class


<PAGE>

G, Class H, Class J, Class K, Class L, Class M, Class N, Class O and Class P
Certificates will be offered for sale pursuant to a Private Placement Memorandum
dated October 18, 2006.

                                     REMIC I

               Each REMIC I Regular Interest (a "Corresponding REMIC I Regular
Interest") will relate to a specific Mortgage Loan. Each Corresponding REMIC I
Regular Interest will have a pass-through rate equal to the REMIC I Net Mortgage
Rate of the related Mortgage Loan, an initial principal amount (the initial
"Certificate Balance") equal to the Scheduled Principal Balance as of the
Cut-Off Date of the Mortgage Loan to which the Corresponding REMIC I Regular
Interest relates, and a "latest possible maturity date" set to the Maturity Date
of the Mortgage Loan to which the Corresponding REMIC I Regular Interest
relates. The Class R-I Certificate will be designated as the sole Class of
residual interests in REMIC I and will have no Certificate 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

               The REMIC II Regular Interests have the pass-through rates and
Certificate Balances set forth in the definition thereof. The Class R-II
Certificates will be designated as the sole Class of residual interests in REMIC
II and will have no Certificate 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.

               The following table sets forth the Class or Component
designation, the corresponding REMIC II Regular Interest (the "Corresponding
REMIC II Regular Interest"), the Corresponding Components of the Class X-1 or
Class X-2 Certificates and the initial Certificate Balance for each Class of
Principal Balance Certificates (the "Corresponding Certificates").

<TABLE>
<CAPTION>

                                                                               Corresponding
                                                          Initial REMIC II     Components of
                     Initial Class       Corresponding      Regular Interest     Class X-1 or
Corresponding          Certificate      REMIC II Regular        Certificate         Class X-2
  Certificates            Balance          Interests (1)           Balance        Certificates (1)
-------------        --------------     ----------------     ----------------    ----------------
<S>                   <C>                <C>                  <C>                 <C>
  Class A-1            $59,200,000            A-1A                 $5,294,000         A-1A
                                            A-1B                $53,906,000         A-1B
  Class A-2           $173,230,000            A-2A                 $6,744,000         A-2A
                                            A-2B                $63,581,000         A-2B
                                            A-2C                $61,125,000         A-2C
                                             A-2D                $41,780,000         A-2D
  Class A-3            $91,660,000             A-3                $91,660,000          A-3
  Class A-AB           $81,000,000            A-ABA               $73,039,000         A-ABA
                                            A-ABB                $7,961,000         A-ABB
  Class A-4           $715,258,000            A-4A                $41,163,000         A-4A
                                            A-4B               $115,181,000          A-4B
                                            A-4C               $558,914,000         A-4C

                                      -2-
<PAGE>

  Class A-M           $153,472,000             A-M               $153,472,000          A-M
  Class A-J            $101,676,000             A-J               $101,676,000          A-J
  Class B              $28,776,000             B-1                 $5,820,000          B-1
                                             B-2                $20,020,000          B-2
                                              B-3                 $2,936,000          B-3
  Class C              $13,429,000              C                 $13,429,000           C
  Class D              $21,102,000             D-1                $18,739,000          D-1
                                              D-2                 $2,363,000          D-2
  Class E              $13,429,000             E-1                 $5,712,000          E-1
                                             E-2                 $7,717,000          E-2
  Class F              $13,429,000              F                 $13,429,000           F
  Class G              $19,184,000             G-1                 $9,986,000          G-1
                                             G-2                 $9,198,000          G-2
  Class H               $9,592,000              H                  $9,592,000           H
  Class J               $3,837,000              J                  $3,837,000           J
  Class K               $3,837,000              K                  $3,837,000           K
  Class L               $5,755,000             L-1                 $2,716,000          L-1
                                             L-2                 $3,039,000          L-2
  Class M               $5,755,000              M                  $5,755,000            M
  Class N               $1,918,000              N                  $1,918,000           N
  Class O               $1,919,000              O                  $1,919,000           O
  Class P              $17,265,954              P                 $17,265,954            P

</TABLE>

(1) The REMIC II Regular Interests and the Components of the Class X-1 and Class
X-2 Certificates that correspond to any particular Class of Principal Balance
Certificates also correspond to each other and, accordingly, constitute the
"Corresponding REMIC II Regular Interest" and the "Corresponding Components,"
respectively, with respect to each other.

                       REMIC III AND CLASS P GRANTOR TRUST

               The following sets forth the Class designation, Pass-Through
Rate, initial Aggregate Certificate Balance (or initial Notional Amount) and
Final Scheduled Distribution Date for each Class of REMIC III Certificates
comprising the interests in REMIC III created hereunder, and in the case of the
Class P Certificates, the beneficial ownership interest in the Class P Grantor
Trust.


<TABLE>
<CAPTION>
                                                                            Final Scheduled
  REMIC III Interest          Initial          Initial Aggregate Certificate     Distribution
    Designation        Pass-Through Rate(a)     Balance or Notional Amount         Date(b)
------------------     --------------------   -----------------------------     --------------
<S>                    <C>                    <C>                                <C>
     Class A-1                4.905%                   $59,200,000                 9/12/2011
     Class A-2                5.478%                   $173,230,000               10/12/2011

</TABLE>

                                      -3-
<PAGE>
<TABLE>
<CAPTION>

                                                                            Final Scheduled
  REMIC III Interest          Initial          Initial Aggregate Certificate     Distribution
    Designation        Pass-Through Rate(a)     Balance or Notional Amount         Date(b)
------------------     --------------------   -----------------------------     --------------
<S>                    <C>                    <C>                               <C>
     Class A-3                5.531%                    $91,660,000                9/12/2013
     Class A-AB               5.533%                    $81,000,000                4/12/2016
     Class A-4                5.537%                   $715,258,000                9/12/2016
     Class A-M                5.568%                    $153,472,000               10/12/2016
     Class A-J                5.598%                   $101,676,000               10/12/2016
     Class B                  5.657%                    $28,776,000               10/12/2016
     Class C                   5.687%                    $13,429,000               10/12/2016
     Class D                  5.756%                    $21,102,000               10/12/2016
     Class E                  5.811%                    $13,429,000                1/12/2018
     Class F                   5.940%                    $13,429,000                1/12/2018
     Class G                  6.121%                    $19,184,000                1/12/2018
     Class H                  6.194%                     $9,592,000                1/12/2018
     Class J                  5.262%                     $3,837,000                1/12/2018
     Class K                  5.262%                     $3,837,000                1/12/2018
     Class L                  5.262%                     $5,755,000                 1/12/2018
     Class M                  5.262%                     $5,755,000                5/12/2020
     Class N                  5.262%                     $1,918,000                4/12/2021
     Class O                  5.262%                     $1,919,000                7/12/2021
     Class P(c)               5.262%                    $17,265,954                9/12/2026
     Class X-1                0.050%                  $1,534,723,954               9/12/2026
     Class X-2                0.628%                   $1,502,572,000              10/12/2013
     Class R-III(d)             N/A                        N/A                       N/A
</TABLE>

(a) On each Distribution Date after the initial Distribution Date, the
    Pass-Through Rate for each Class of Certificates (other than the Residual
    Certificates) will be determined as set forth herein under the definition of
    "Pass-Through Rate." The initial Pass-Through Rates shown above are
    approximate for the Class G, Class H, Class X-1 and Class X-2 Certificates.

(b) The Final Scheduled Distribution Date for each Class of Certificates is the
    Distribution Date on which such Class is expected to be paid in full,
    assuming that timely payments (and no prepayments) will be made on the
    Mortgage Loans in accordance with their terms (except that each ARD Loan
    will be prepaid in full on its Anticipated Repayment Date).

(c) The Class P Certificates represent ownership of a REMIC III Regular Interest
    (entitled to the principal and interest set forth above). In addition, the
    Class P Certificates will be entitled to Excess Interest (which will not be
    a part of any REMIC Pool). The parties intend that (i) the portion of the
    Trust representing the Excess Interest and the Excess Interest Sub-account
    shall be treated as a grantor trust under subpart E of Part 1 of subchapter
    J of Chapter 1 of Subtitle A of the Code and (ii) the Class P Certificates
    (other than the portion thereof consisting of a REMIC III Regular Interest)
    shall represent undivided beneficial interests in the portion of the Trust
    consisting of the entitlement to receive Excess Interest (the "Class P
    Grantor Trust").

(d) The Class R-III Certificates will be entitled to receive the proceeds of any
    remaining assets in REMIC III after the principal amounts of all Classes of
    Certificates have been reduced to zero and any Realized Losses previously
    allocated thereto (and any interest thereon) have been reimbursed.

               As of the Cut-Off Date, the Mortgage Loans had an Aggregate
Principal Balance of $1,534,723,955.

               As provided herein, with respect to the Trust, the Paying Agent
on behalf of the Trustee will make an election for the segregated pool of assets
described in the first paragraph of Section 12.1(a) hereof (including the
Mortgage Loans (other than any Excess Interest payable with respect to such
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

                                      -4-
<PAGE>

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 for
purposes of the REMIC Provisions.

               As provided herein, with respect to the Trust, the Paying Agent
on behalf of the Trustee will make an election for the segregated pool of assets
described in the second paragraph of Section 12.1(a) 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
Interests 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, the Paying Agent
on behalf of the Trustee will make an election for the segregated pool of assets
described in the third paragraph of Section 12.1(a) 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 REMIC III Regular
Interests (including, in the case of the Class P Certificates, the Class P REMIC
Interest represented by the Class P Certificates) will be designated as the
"regular interests" in REMIC III and the Class R-III Certificates (together with
the REMIC Regular Certificates, the "REMIC III Certificates") will be designated
as the sole Class of "residual interests" in REMIC III for purposes of the REMIC
Provisions.

               As provided herein, with respect to the Trust, the Paying Agent
on behalf of the Trustee will treat the right to any Excess Interest in respect
of the ARD Loans and the Excess Interest Sub-Account as a grantor trust under
Subpart E of Part I of Subchapter J of the Code.

                                   ARTICLE I
                                    DEFINITIONS

               Section 1.1 Definitions. Whenever used in this Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

               "A Note" means, with respect to any A/B Mortgage Loan, the
mortgage note (or notes) included in the Trust that is senior in right of
payment to the related B Note to the extent set forth in the related
Intercreditor Agreement.

               "A/B Loan Custodial Account" means each of the custodial
sub-account(s) of the Certificate Account (but which are not included in the
Trust) created and maintained by the Master Servicer pursuant to Section 5.1(c)
on behalf of the holder of a related B Note. Any such sub-account(s) shall be
maintained as a sub-account of an Eligible Account.

               "A/B Mortgage Loan" means any Mortgage Loan serviced under this
Agreement that is divided into a senior mortgage note and a subordinated
mortgage note, which senior mortgage note is included in the Trust. References
herein to an A/B Mortgage Loan shall be construed to refer to the aggregate
indebtedness under the related A Note and the related B Note. There are no A/B
Mortgage Loans related to the Trust.

               "Accountant" means a person engaged in the practice of accounting
who is Independent.

                                      -5-
<PAGE>

               "Accrued Certificate Interest" means with respect to each
Distribution Date and any Class of Interests or Principal Balance Certificates,
other than the Residual Certificates, interest accrued during the Interest
Accrual Period relating to such Distribution Date on the Aggregate Certificate
Balance of such Class or Interest as of the close of business on the immediately
preceding Distribution Date at the respective rates per annum set forth in the
definition of the applicable Pass-Through Rate for each such Class. Accrued
Certificate Interest on the Class X-1 and the Class X-2 Certificates for each
Distribution Date will equal the aggregate Accrued Component Interest for the
related Interest Accrual Period for all of their respective Components for such
Distribution Date.

               "Accrued Component Interest" means, with respect to each
Component of the Class X-1 and the Class X-2 Certificates for any Distribution
Date, one month's interest at the Class X-1 Strip Rate or the Class X-2 Strip
Rate applicable to such Component for such Distribution Date, accrued on the
Component Notional Amount of such Component outstanding immediately prior to
such Distribution Date. Accrued Component Interest shall be calculated on a
30/360 basis and, with respect to any Component and any Distribution Date, shall
be deemed to accrue during the calendar month preceding the month in which such
Distribution Date occurs.

               "Acquisition Date" means the date upon which, under the Code (and
in particular the REMIC Provisions and Section 856(e) of the Code), the Trust or
a REMIC Pool is deemed to have acquired a Mortgaged Property (or an interest
therein, in the case of the Mortgaged Properties securing any A/B Mortgage Loan,
Non-Serviced Mortgage Loan, Non-Serviced Companion Mortgage Loan and Loan Pair).

               "Additional Disclosure Notification" means the form of
notification to be included with any Additional Form 10-D Disclosure, Additional
Form 10-K Disclosure or Form 8-K Disclosure Information which is attached hereto
as Schedule XVIII.

               "Additional Form 10-D Disclosure" has the meaning set forth in
Section 13.4.

                "Additional Form 10-K Disclosure" has the meaning set forth in
Section 13.5.

               "Additional Review Period" has the meaning set forth in Section
9.4(d).

               "Additional Servicer" means each Affiliate of the Master
Servicer, Principal II, MSMC, BSCMI, the Depositor or any of the Underwriters
that Services any of the Mortgage Loans and each Person, other than the Special
Servicer, who is not an Affiliate of the Master Servicer, Principal II, MSMC,
BSCMI, the Depositor or any of the Underwriters, and who Services 10% or more of
the Mortgage Loans (based on their Principal Balance). For clarification
purposes, the Paying Agent is an Additional Servicer and the Trustee is not an
Additional Servicer.

               "Additional Trust Expense" means any of the following items: (i)
Special Servicing Fees, Work-Out Fees and Liquidation Fees (to the extent not
collected from the related Mortgagor); (ii) Advance Interest that cannot be paid
in accordance with Section 4.6(c); (iii) amounts paid to indemnify the Master
Servicer, the Special Servicer, any applicable Non-Serviced Mortgage Loan Master
Servicer, any applicable Non-Serviced Mortgage Loan Special Servicer, the
Primary Servicer, the Trustee, the Paying Agent (or any other Person) pursuant
to

                                      -6-
<PAGE>


the terms of this Agreement; (iv) to the extent not otherwise paid, any federal,
state, or local taxes imposed on the Trust or its assets and paid from amounts
on deposit in the Certificate Account or Distribution Account; and (v) to the
extent not otherwise included in the calculation of a Realized Loss and not
covered by indemnification by one of the parties hereto or otherwise, any other
unanticipated cost, liability, or expense (or portion thereof) of the Trust
(including costs of collecting such amounts or other Additional Trust Expenses)
that the Trust has not recovered, and in the judgment of the Master Servicer (or
Special Servicer) will not, recover from the related Mortgagor or Mortgaged
Property or otherwise, including a Modification Loss described in clause (ii) of
the definition thereof; provided, however, that, in the case of an A/B Mortgage
Loan, "Additional Trust Expense" shall not include any of the foregoing amounts
that have been recovered from the related Mortgagor or Mortgaged Property as a
result of the subordination of the related B Note in accordance with the terms
of the related Intercreditor Agreement. Notwithstanding anything to the
contrary, "Additional Trust Expenses" shall not include allocable overhead of
the Master Servicer, the Special Servicer, any Non-Serviced Mortgage Loan Master
Servicer, any Non-Serviced Mortgage Loan Special Servicer, the Trustee, the
Paying Agent or the Certificate Registrar, such as costs for office space,
office equipment, supplies and related expenses, employee salaries and related
expenses, and similar internal costs and expenses.

               "Administrative Cost Rate" means, with respect to each Mortgage
Loan, the sum of the Master Servicing Fee Rate, the Primary Servicing Fee Rate,
the Excess Servicing Fee Rate, the Trustee Fee Rate and in the case of any
Non-Serviced Mortgage Loan, the related Pari Passu Loan Servicing Fee Rate.

               "Advance" means either a P&I Advance or a Servicing Advance.

               "Advance Interest" means interest payable to the Master Servicer,
the Special Servicer or the Trustee on outstanding Advances (other than
Unliquidated Advances) pursuant to Section 4.5 of this Agreement and any
interest payable to any Non-Serviced Mortgage Loan Master Servicer, any
Non-Serviced Mortgage Loan Trustee or any Non-Serviced Mortgage Loan Fiscal
Agent with respect to Pari Passu Loan Nonrecoverable Advances pursuant to
Section 4.4(b) hereof.

               "Advance Rate" means a per annum rate equal to the Prime Rate as
published in the "Money Rates" section of The Wall Street Journal from time to
time or such other publication as determined by the Trustee in its reasonable
discretion.

               "Advance Report Date" means the second Business Day prior to each
Distribution Date.

               "Adverse Grantor Trust Event" means any action that, under the
Code, if taken or not taken, as the case may be, would either (i) endanger the
status of the Grantor Trust Pool as a grantor trust or (ii) result in the
imposition of a tax upon the income of the Grantor Trust Pool or its respective
assets or transactions.

               "Adverse REMIC Event" means any action that, under the REMIC
Provisions, if taken or not taken, as the case may be, would either (i) endanger
the status of any REMIC Pool as a REMIC or (ii) subject to Section 9.14(e),
result in the imposition of a tax upon the income of

                                      -7-
<PAGE>

any REMIC Pool or any of their respective assets or transactions, including
(without limitation) the tax on prohibited transactions as defined in Section
860F(a)(2) of the Code and the tax on prohibited contributions set forth in
Section 860G(d) of the Code.

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

                "Aggregate Certificate Balance" means the aggregate of the
Certificate Balances of the Principal Balance Certificates, the REMIC I Regular
Interests, the REMIC II Regular Interests or REMIC III Regular Interests, as the
case may be, at any date of determination. With respect to a Class of Principal
Balance Certificates, REMIC I Regular Interests, REMIC II Regular Interests or
REMIC III Regular Interests, Aggregate Certificate Balance shall mean the
aggregate of the Certificate Balances of all Certificates or Interests, as the
case may be, of that Class at any date of determination.

               "Aggregate Principal Balance" means, at the time of any
determination and as the context may require, the aggregate of the Scheduled
Principal Balances for all Mortgage Loans.

               "Agreement" means this Pooling and Servicing Agreement and all
amendments and supplements hereto.

               "Anticipated Repayment Date" means, with respect to each ARD
Loan, the anticipated maturity date set forth in the related Mortgage Note.

               "Appraisal" means an appraisal by an Independent licensed MAI
appraiser having at least five years experience in appraising property of the
same type as, and in the same geographic area as, the Mortgaged Property being
appraised, which appraisal complies with the Uniform Standards of Professional
Appraisal Practices and states the "market value" of the subject property as
defined in 12 C.F.R. ss. 225.62.

               "Appraisal Event" means, with respect to any Mortgage Loan, A/B
Mortgage Loan or Loan Pair, not later than the earliest of (i) the date 120 days
after the occurrence of any delinquency in payment with respect to such Mortgage
Loan, A/B Mortgage Loan or Loan Pair if such delinquency remains uncured, (ii)
the date 30 days after receipt of notice that the related Mortgagor has filed a
bankruptcy petition or the related Mortgagor has become the subject of
involuntary bankruptcy proceedings or the related Mortgagor has consented to the
filing of a bankruptcy proceeding against it or a receiver is appointed in
respect of the related Mortgaged Property, provided such petition or appointment
is still in effect, (iii) the date that is 30 days following the date the
related Mortgaged Property becomes an REO Property and (iv) the effective date
of any modification to a Money Term of a Mortgage Loan, A/B Mortgage Loan or
Loan Pair, other than an extension of the date that a Balloon Payment is due for
a period of less than six months from the original due date of such Balloon
Payment.

                                      -8-
<PAGE>

               "Appraisal Reduction" means, with respect to any Required
Appraisal Loan with respect to which an Appraisal or internal valuation is
performed pursuant to Section 6.9, an amount equal to the excess of (A) the sum
of (i) the Scheduled Principal Balance of such Mortgage Loan, Loan Pair or A/B
Mortgage Loan (or, in the case of an REO Property, the related REO Mortgage
Loan) less the principal amount of any guaranty or surety bond with a rating of
at least "BBB-" (or its equivalent) by a nationally recognized statistical
rating organization and the undrawn principal amount of any letter of credit or
debt service reserve, if applicable, that is then securing such Mortgage Loan or
Loan Pair, (ii) to the extent not previously advanced by the Master Servicer or
the Trustee, all accrued and unpaid interest on such Mortgage Loan, Loan Pair or
A/B Mortgage Loan at a per annum rate equal to the Mortgage Rate, (iii) all
unreimbursed Advances (including Unliquidated Advances) and interest on Advances
(other than Unliquidated Advances) at the Advance Rate with respect to such
Mortgage Loan, Loan Pair or A/B Mortgage Loan, and (iv) to the extent funds on
deposit in any applicable Escrow Accounts are not sufficient therefor, and to
the extent not previously advanced by the Master Servicer, the Special Servicer
or the Trustee all currently due and unpaid real estate taxes and assessments,
insurance premiums and, if applicable, ground rents and other amounts which were
required to be deposited in any Escrow Account (but were not deposited) in
respect of such Mortgaged Property or REO Property, as the case may be, over (B)
90% of the Appraised Value (net of any prior mortgage liens) of such Mortgaged
Property or REO Property as determined by such Appraisal or internal valuation,
as the case may be, plus the full amount of any escrows held by or on behalf of
the Trustee as security for the Mortgage Loan, Loan Pair or A/B Mortgage Loan
(less the estimated amount of the obligations anticipated to be payable in the
next twelve months to which such escrows relate). Each Appraisal or internal
valuation for a Required Appraisal Loan shall be updated annually for so long as
an Appraisal Reduction exists. The Appraisal Reduction for each Required
Appraisal Loan will be recalculated annually based on subsequent Appraisals,
internal valuations or updates. In addition, the Operating Adviser (including,
without limitation, any request of a B Note holder, at its expense as and to the
extent provided for in the related Intercreditor Agreement, with respect to the
related A/B Mortgage Loan (or Operating Adviser on its behalf) if there shall
have been a determination that such holder will no longer be the directing
holder) may at any time request the Special Servicer to obtain, at the Operating
Adviser's expense, an updated Appraisal, with a corresponding adjustment to the
amount of the Appraisal Reduction. Any Appraisal Reduction for any Mortgage
Loan, Loan Pair or A/B Mortgage Loan shall be reduced to reflect any Realized
Principal Losses on the Required Appraisal Loan, Loan Pair or A/B Mortgage Loan.
Each Appraisal Reduction will be reduced to zero as of the date the related
Mortgage Loan, Loan Pair or A/B Mortgage Loan is brought current under the then
current terms of the Mortgage Loan, Loan Pair or A/B Mortgage Loan for at least
three consecutive months, and no Appraisal Reduction will exist as to any
Mortgage Loan, Loan Pair or A/B Mortgage Loan after it has been paid in full,
liquidated, repurchased or otherwise disposed of. Any Appraisal Reduction in
respect of any Non-Serviced Mortgage Loan shall be calculated in accordance with
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement based
upon the applicable allocation of the items set forth in clauses (A) and (B)
above between the Non-Serviced Mortgage Loans and the related Non-Serviced
Companion Mortgage Loans and all other related pari passu loans. Any Appraisal
Reduction in respect of any Loan Pair shall be allocated, as between a Serviced
Pari Passu Mortgage Loan and the related Serviced Companion Mortgage Loan, pro
rata according to their respective Principal Balances. Any Appraisal Reduction
with respect to an A/B Mortgage Loan shall be allocated first to the related B
Note, up to the Principal

                                      -9-
<PAGE>

Balance thereof, and any excess shall be allocated to the related A Note. In the
case of the 225 South Sixth Street Mortgage Loan, any Appraisal Reduction will
be calculated in respect of the 225 South Sixth Street Loan Group taken as a
whole and any such Appraisal Reduction will be allocated to the 225 South Sixth
Street Pari Passu Loan and the 225 South Sixth Street Companion Loan, pro rata
based on their respective Principal Balances.

               "Appraised Value" means, (i) with respect to any Mortgaged
Property (other than the Mortgaged Property relating to a Non-Serviced Mortgage
Loan), the appraised value thereof determined by an Appraisal of the Mortgaged
Property securing such Mortgage Loan made by an Independent appraiser selected
by the Master Servicer or the Special Servicer, as applicable or, in the case of
an internal valuation performed by the Special Servicer pursuant to Section 6.9,
the value of the Mortgaged Property determined by such internal valuation and
(ii) with respect to the Mortgaged Property relating to a Non-Serviced Mortgage
Loan, the portion of the appraised value allocable thereto.

               "ARD Loan" means any Mortgage Loan designated as such on the
Mortgage Loan Schedule.

               "Assignment of Leases" means, with respect to any Mortgage Loan,
any assignment of leases, rents and profits or equivalent instrument, whether
contained in the related Mortgage or executed separately, assigning to the
holder or holders of such Mortgage all of the related Mortgagor's interest in
the leases, rents and profits derived from the ownership, operation, leasing or
disposition of all or a portion of the related Mortgaged Property as security
for repayment of such Mortgage Loan.

               "Assignment of Mortgage" means an assignment of the Mortgage,
notice of transfer or equivalent instrument, in recordable form, sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect the transfer of the Mortgage to the Trustee, which
assignment, notice of transfer or equivalent instrument may be in the form of
one or more blanket assignments covering the Mortgage Loans secured by Mortgaged
Properties located in the same jurisdiction, if permitted by law.

               "Assumed Scheduled Payment" means: (i) with respect to any
Balloon Mortgage Loan or any B Note as to which advancing is required hereunder
for its Maturity Date (provided that such Mortgage Loan or B Note has not been
paid in full, and no Final Recovery Determination or other sale or liquidation
has occurred in respect thereof, on or before the end of the Collection Period
in which such Maturity Date occurs) and for any subsequent Due Date therefor as
of which such Mortgage Loan or such B Note remains outstanding and part of the
Trust, if no Scheduled Payment (other than the related delinquent Balloon
Payment) is due for such Due Date, the scheduled monthly payment of principal
and/or interest deemed to be due in respect thereof on such Due Date equal to
the Scheduled Payment that would have been due in respect of such Mortgage Loan
or such B Note on such Due Date, if it had been required to continue to accrue
interest in accordance with its terms, and to pay principal in accordance with
the amortization schedule in effect immediately prior to, and without regard to
the occurrence of, its most recent Maturity Date (as such may have been extended
in connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan or such B
Note granted or agreed to by the Master Servicer or the Special Servicer
pursuant to the terms hereof), and (ii) with respect to any REO Mortgage Loan
for any


                                      -10-
<PAGE>

Due Date therefor as of which the related REO Property remains part of the
Trust, the scheduled monthly payment of principal and interest deemed to be due
in respect thereof on such Due Date equal to the Scheduled Payment (or, in the
case of a Balloon Mortgage Loan or B Note described in the preceding clause of
this definition, the Assumed Scheduled Payment) that was due in respect of the
related Mortgage Loan or the related B Note on the last Due Date prior to its
becoming an REO Mortgage Loan. The amount of the Assumed Scheduled Payment for
any A Note or B Note shall be calculated solely by reference to the terms of
such A Note or B Note, as applicable (as modified in connection with any
bankruptcy or similar proceeding involving the related Mortgagor or pursuant to
a modification, waiver or amendment of such Mortgage Loan granted or agreed to
by the Master Servicer or the Special Servicer pursuant to the terms hereof) and
without regard to the remittance provisions of the related Intercreditor
Agreement.

               "Authenticating Agent" means any authenticating agent serving in
such capacity pursuant to Section 7.10.

               "Authorized Officer" means any Person that may execute an
Officer's Certificate on behalf of the Depositor.

               "Available Advance Reimbursement Amount" has the meaning set
forth in Section 4.6(a).

               "Available Distribution Amount" means, with respect to any
Distribution Date, an amount equal to the aggregate of (a) all amounts on
deposit in the Distribution Account as of the commencement of business on such
Distribution Date that represent payments and other collections on or in respect
of the Mortgage Loans and any REO Properties that were received by the Master
Servicer or the Special Servicer through the end of the related Collection
Period exclusive of (i) any such amounts that were deposited in the Distribution
Account in error, (ii) amounts that are payable or reimbursable to any Person
other than the Certificateholders (including amounts payable to the Master
Servicer in respect of unpaid Master Servicing Fees, the Primary Servicer in
respect of unpaid Primary Servicing Fees, the Special Servicer in respect of
unpaid Special Servicer Compensation, the Trustee in respect of unpaid Trustee
Fees, the Paying Agent in respect of unpaid Paying Agent Fees or to the parties
entitled thereto in respect of the unpaid Excess Servicing Fees), (iii) amounts
that constitute Prepayment Premiums, (iv) if such Distribution Date occurs
during January, other than in a leap year, or February of any year, the Interest
Reserve Amounts with respect to Interest Reserve Loans deposited in the Interest
Reserve Account, (v) in the case of each REO Property related to an A/B Mortgage
Loan or Loan Pair, all amounts received with respect to such A/B Mortgage Loan
or Loan Pair that are required to be paid to the holder of the related B Note or
Serviced Companion Mortgage Loan, as applicable, pursuant to the terms of the
related B Note or Serviced Companion Mortgage Loan, as applicable, and the
related Intercreditor Agreement or Loan Pair Intercreditor Agreement (which
amounts will be deposited into the related A/B Loan Custodial Account or
Serviced Companion Mortgage Loan Custodial Account, as applicable, pursuant to
Section 5.1(c) and withdrawn from such accounts pursuant to Section 5.2(a)) and
(vi) Scheduled Payments collected but due on a Due Date subsequent to the
related Collection Period and (b) if and to the extent not already among the
amounts described in clause (a), (i) the aggregate amount of any P&I Advances
made by the Master Servicer or the Trustee for such Distribution Date pursuant
to Section 4.1 and/or Section 4.3, (ii) the aggregate amount of any Compensating
Interest payments made by the Master Servicer for such Distribution Date
pursuant to the terms hereof, and (iii) if

                                      -11-
<PAGE>

such Distribution Date occurs in March of any year, commencing March 2007 or on
the final Distribution Date, the aggregate of the Interest Reserve Amounts then
held on deposit in the Interest Reserve Account in respect of each Interest
Reserve Loan.

               "B Note" means, with respect to any A/B Mortgage Loan, any
related subordinated Mortgage Note not included in the Trust, which is
subordinated in right of payment to the related A Note to the extent set forth
in the related Intercreditor Agreement.

               "Balloon Mortgage Loan" means a Mortgage Loan, a Serviced
Companion Mortgage Loan or a B Note that provides for Scheduled Payments based
on an amortization schedule that is significantly longer than its term to
maturity and that is expected to have a remaining principal balance equal to or
greater than 5% of its Cut-Off Date outstanding principal balance as of its
stated maturity date, unless prepaid prior thereto.

               "Balloon Payment" means, with respect to any Balloon Mortgage
Loan, the Scheduled Payment payable on the Maturity Date of such Mortgage Loan.

               "Bankruptcy Loss" means a loss arising from a proceeding under
the United States Bankruptcy Code or any other similar state law or other
proceeding with respect to the Mortgagor of, or Mortgaged Property under, a
Mortgage Loan, including, without limitation, any Deficient Valuation Amount or
losses, if any, resulting from any Debt Service Reduction Amount for the month
in which the related Remittance Date occurs.

               "Base Interest Fraction" means, with respect to any Principal
Prepayment of any Mortgage Loan that provides for payment of a Prepayment
Premium, and with respect to any Class of Certificates, a fraction (A) whose
numerator is the greater of (x) zero and (y) the difference between (i) the
Pass-Through Rate on that Class of Certificates and (ii) the Discount Rate used
in calculating the Prepayment Premium with respect to the Principal Prepayment
(or the current Discount Rate if not used in such calculation) and (B) whose
denominator is the difference between (i) the Mortgage Rate on the related
Mortgage Loan and (ii) the Discount Rate used in calculating the Prepayment
Premium with respect to that Principal Prepayment (or the current Discount Rate
if not used in such calculation), provided, however, that under no circumstances
will the Base Interest Fraction be greater than one. If the Discount Rate
referred to above is greater than or equal to the Mortgage Rate on the related
Mortgage Loan, then the Base Interest Fraction will equal zero; provided,
however, that if the Discount Rate referred to above is greater than or equal to
the Mortgage Rate on the related Mortgage Loan, but is less than the
Pass-Through Rate on that Class of Certificates, then the Base Interest Fraction
shall be equal to 1.0.

               "Book-Entry Certificates" means certificates evidencing a
beneficial interest in a Class of Certificates, ownership and transfer of which
shall be made through book entries as set forth in Section 3.7; provided, that
after the occurrence of a condition whereupon book-entry registration and
transfer are no longer authorized and Definitive Certificates are to be issued
to the Certificate Owners, such certificates shall no longer be "Book-Entry
Certificates."

               "BSCMI" has the meaning set forth in the Preliminary Statement
hereto.


                                      -12-
<PAGE>

               "BSCMI Loans" means, collectively, those Mortgage Loans sold to
the Depositor pursuant to the Mortgage Loan Purchase Agreement I and shown on
Schedule I hereto.

               "Business Day" means any day other than (i) a Saturday or a
Sunday, (ii) a legal holiday in New York, New York, Chicago, Illinois, Des
Moines, Iowa (but only with respect to matters related to the performance of
obligations of Principal Global Investors, LLC as Primary Servicer under the
Primary Servicing Agreement), San Francisco, California or the principal cities
in which the Special Servicer, the Trustee, the Paying Agent or the Master
Servicer conducts servicing or trust operations, or (iii) a day on which banking
institutions or savings associations in Minneapolis, Minnesota, Columbia,
Maryland, New York, New York, Chicago, Illinois or San Francisco, California are
authorized or obligated by law or executive order to be closed.

               "Cash Liquidation" means, as to any Defaulted Mortgage Loan other
than a Mortgage Loan with respect to which the related Mortgaged Property became
REO Property, the sale of such Defaulted Mortgage Loan. The Master Servicer
shall maintain records in accordance with the Servicing Standard (and, in the
case of Specially Serviced Mortgage Loans, based on the written reports with
respect to such Cash Liquidation delivered by the Special Servicer to the Master
Servicer), of each Cash Liquidation.

               "Category 1 Request" means a "Category 1 Request" and a "Deemed
Category 1 Request" as such terms are defined in the Primary Servicing
Agreement.

               "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended (42 U.S.C. ss. 9601, et
seq.).

               "Certificate Account" means one or more separate accounts
established and maintained by the Master Servicer (or any Sub-Servicer or
Primary Servicer on behalf of the Master Servicer) pursuant to Section 5.1(a),
each of which shall be an Eligible Account.

               "Certificate Balance" means, with respect to any Certificate
(other than the Class X Certificates and the Residual Certificates) or Interest
as of any Distribution Date, the maximum specified dollar amount of principal to
which the Holder thereof is then entitled hereunder, such amount being equal to
the initial principal amount set forth on the face of such Certificate (in the
case of a Certificate), or as ascribed thereto in the Preliminary Statement
hereto (in the case of an Interest), minus (A)(i) the amount of all principal
distributions previously made with respect to such Certificate pursuant to
Section 6.5(a) or deemed to have been made with respect to such Interest
pursuant to Section 6.2(a) or Section 6.3(a), as the case may be, and (ii) all
Realized Losses allocated or deemed to have been allocated to such Interest or
Certificate in reduction of Certificate Balance pursuant to Section 6.6, plus
(B) an amount equal to the amounts identified in clause (I)(C) of the definition
of Principal Distribution Amount with respect to such Distribution Date, such
increases to be allocated to the Principal Balance Certificates or Interests in
sequential order (i.e. to the most senior Class first), in each case up to the
amount of Realized Losses previously allocated thereto and not otherwise
reimbursed hereunder.

                                      -13-
<PAGE>

               "Certificate Owner" means, with respect to a Book-Entry
Certificate, the Person who is the beneficial owner of such Book-Entry
Certificate, as may be reflected on the books of the Clearing Agency, or on the
books of a Person maintaining an account with such Clearing Agency (directly or
as an indirect participant, in accordance with the rules of such Clearing
Agency).

               "Certificate Register" has the meaning set forth in Section 3.2.

               "Certificate Registrar" means the registrar appointed pursuant to
Section 3.2 and initially shall be the Paying Agent.

               "Certificateholders" has the meaning set forth in the definition
of "Holder."

               "Certificates" means, collectively, the REMIC III Certificates,
the Class R-I Certificates and the Class R-II Certificates.

               "Certification Parties" has the meaning set forth in Section 13.6
and shall also include such parties in an Other Securitization.

               "Certifying Person" has the meaning set forth in Section 13.6.

               "Certifying Servicer" has the meaning set forth in Section 13.9.

               "Class" means, with respect to the REMIC I Interests, REMIC II
Interests or REMIC III Certificates, any Class of such Certificates or
Interests.

                "Class A-1 Certificates," "Class A-2 Certificates," "Class A-3
Certificates," "Class A-AB Certificates," "Class A-4 Certificates," "Class A-M
Certificates," "Class A-J Certificates," "Class X-1 Certificates," "Class X-2
Certificates," "Class B Certificates," "Class C Certificates," "Class D
Certificates," "Class E Certificates," "Class F Certificates," "Class G
Certificates," "Class H Certificates," "Class J Certificates," "Class K
Certificates," "Class L Certificates," "Class M Certificates," "Class N
Certificates," "Class O Certificates," "Class P Certificates," "Class R-I
Certificates," "Class R-II Certificates" or "Class R-III Certificates," mean the
Certificates designated as "Class A-1," "Class A-2," "Class A-3," "Class A-AB,"
"Class A-4," "Class A-M," "Class A-J," "Class X-1," "Class X-2," "Class B,"
"Class C," "Class D," "Class E," "Class F," "Class G," "Class H," "Class J,"
"Class K," "Class L," "Class M," "Class N," "Class O," "Class P," "Class R-I,"
"Class R-II" and "Class R-III" respectively, on the face thereof, in
substantially the form attached hereto as Exhibits.

               "Class A Senior Certificates" means the Class A-1 Certificates,
the Class A-2 Certificates, the Class A-3 Certificates, the Class A-AB
Certificates and the Class A-4 Certificates, collectively.

               "Class A-1A Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1A.

                                      -14-
<PAGE>

               "Class A-1B Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-1 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-1B.

               "Class A-2A Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-2 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-2A.

               "Class A-2B Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-2 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-2B.

               "Class A-2C Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-2 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-2C.

               "Class A-2D Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-2 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-2D.

               "Class A-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-3 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-3.

               "Class A-ABA Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-AB Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-ABA.

               "Class A-ABB Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-AB Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-ABB.

               "Class A-4A Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-4A.

               "Class A-4B Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-4B.

               "Class A-4C Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-4 Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-4C.

               "Class A-M Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-M Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-M.

                                      -15-
<PAGE>

                "Class A-J Component" means a component of the beneficial
interest in REMIC III evidenced by the Class A-J Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest A-J.

               "Class B-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class B Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest B-1.

               "Class B-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class B Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest B-2.

               "Class B-3 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class B Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest B-3.

               "Class C Component" means a component of the beneficial interest
in REMIC III evidenced by the Class C Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest C.

               "Class D-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class D Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest D-1.

               "Class D-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class D Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest D-2.

               "Class E-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class E Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest E-1.

               "Class E-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class E Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest E-2.

               "Class F Component" means a component of the beneficial interest
in REMIC III evidenced by the Class F Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest F.

               "Class G-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class G Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest G-1.

               "Class G-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class G Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest G-2.

                                      -16-
<PAGE>

               "Class H Component" means a component of the beneficial interest
in REMIC III evidenced by the Class H Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest H.

               "Class J Component" means a component of the beneficial interest
in REMIC III evidenced by the Class J Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest J.

               "Class K Component" means a component of the beneficial interest
in REMIC III evidenced by the Class K Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest K.

               "Class L-1 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class L Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest L-1.

               "Class L-2 Component" means a component of the beneficial
interest in REMIC III evidenced by the Class L Certificates, which component
represents a Component Notional Amount equal to the Certificate Balance of the
REMIC II Regular Interest L-2.

               "Class M Component" means a component of the beneficial interest
in REMIC III evidenced by the Class M Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest M.

               "Class N Component" means a component of the beneficial interest
in REMIC III evidenced by the Class N Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest N.

               "Class O Component" means a component of the beneficial interest
in REMIC III evidenced by the Class O Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest O.

               "Class P Component" means a component of the beneficial interest
in REMIC III evidenced by the Class P Certificates, which component represents a
Component Notional Amount equal to the Certificate Balance of the REMIC II
Regular Interest P.

               "Class P Grantor Trust" means that portion of the Trust
consisting of the Class P Grantor Trust Interest.

               "Class P Grantor Trust Interest" means that portion of the rights
represented by the Class P Certificates that evidences beneficial ownership of
the Excess Interest and the Excess Interest Sub-account, as set forth in Section
12.5(a) hereof.

               "Class P REMIC Interest" means that portion of the rights
represented by the Class P Certificates that evidences a regular interest in
REMIC III, which rights consist of the rights to the distributions described in
Section 6.5 hereof and all other rights of the Holders of the Class P
Certificates other than those comprising the Class P Grantor Trust.

                                      -17-
<PAGE>

               "Class X Certificates" means the Class X-1 Certificates and the
Class X-2 Certificates.

                "Class X-1 Notional Amount" means, with respect to the Class X-1
Certificates and any date of determination, the aggregate of the outstanding
Certificate Balances of the Principal Balance Certificates.

               "Class X-1 Strip Rate" means, with respect to any Class of
Components (other than Components that are also Class X-2 Components) for any
Distribution Date, a rate per annum equal to (i) the Weighted Average REMIC I
Net Mortgage Rate for such Distribution Date, minus (ii) the Pass-Through Rate
for the Corresponding Certificates. In the case of any Class of Components that
are also Class X-2 Components, (i) for any Distribution Date occurring on or
before the related Class X-2 Component Crossover Date, a rate per annum equal
to, (x) the Weighted Average REMIC I Net Mortgage Rate for such Distribution
Date, minus (y) the greater of (1) the rate per annum corresponding to such
Distribution Date as set forth in Schedule IX attached hereto and (2) the Pass
Through Rate for the Class of Corresponding Certificates, and (ii) for any
Distribution Date occurring after the related Class X-2 Component Crossover
Date, a rate per annum equal to (x) the Weighted Average REMIC I Net Mortgage
Rate for such Distribution Date, minus (y) the Pass-Through Rate for the
Corresponding Certificates (provided that in no event shall any Class X-1 Strip
Rate be less than zero).

               "Class X-2 Component Crossover Date" (i) with respect to the
Class A-1B Component, Class A-2A Component and Class L-1 Component, the
Distribution Date occurring in October 2007; (ii) with respect to the Class A-2B
Component, Class G-1 Component, Class H Component, Class J Component, Class K
Component and Class L-2 Component, the Distribution Date occurring in October
2008; (iii) with respect to the Class A-2C Component, Class E-1 Component, Class
F Component and Class G-2 Component, the Distribution Date occurring in October
2009; (iv) with respect to the Class A-2D Component, Class A-ABA Component,
Class A-3 Component, Class D-1 Component and Class E-2 Component, the
Distribution Date occurring in October 2010; (v) with respect to the Class A-4A
Component, Class B-1 Component, Class A-ABB Component, Class C Component and
Class D-2 Component, the Distribution Date occurring in October 2011; (vi) with
respect to the Class A-4B Component and Class B-2 Component, the Distribution
Date occurring in October 2012; and (vii) with respect to the Class A-4C
Component, Class A-M Component, Class A-J Component and Class B-3 Component, the
Distribution Date occurring in October 2013.

               "Class X-2 Components" means each of the Class A-1B Component,
Class A-2A Component, Class A-2B Component, Class A-2C Component, Class A-2D
Component, Class A-3 Component, Class A-ABA Component, Class A-ABB Component,
Class A-4A Component, Class A-4B Component, Class A-4C Component, Class A-M
Component, Class A-J Component, Class B-1 Component, Class B-2 Component, Class
B-3 Component, Class C Component, Class D-1 Component, Class D-2 Component,
Class E-1 Component, Class E-2 Component, Class F Component, Class G-1
Component, Class G-2 Component, Class H Component, Class J Component, Class K
Component, Class L-1 Component and Class L-2 Component, in each case, only as of
any date of determination on or prior to its respective Class X-2 Component
Crossover Date.

                                      -18-
<PAGE>

               "Class X-2 Notional Amount" means as of any date of
determination, the sum of the then Component Notional Amounts of the Class X-2
Components that have not passed their respective Class X-2 Component Crossover
Dates.

               "Class X-2 Strip Rate" means, with respect to each of the Class
X-2 Components for any Distribution Date, a rate per annum equal to (i) for any
Distribution Date occurring on or before the related Class X-2 Component
Crossover Date, the excess, if any, of (x) the lesser of (i) the rate per annum
corresponding to such Distribution Date as set forth in Schedule IX attached
hereto and (ii) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date over (y) the Pass Through Rate for the Class of Corresponding
Certificates (provided that, in no event shall any Class X-2 Strip Rate be less
than zero), and (ii) for any Distribution Date occurring after the related Class
X-2 Component Crossover Date, 0% per annum.

               "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act, which initially shall be
the Depository.

                "Clearstream Bank" means Clearstream Bank, societe anonyme.

               "Closing Date" means October 31, 2006.

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

               "CMSA Advance Recovery Report" means a report substantially in
the form of, and containing the information called for in, the downloadable form
of the "Advance Recovery Report" available as of the Closing Date on the CMSA
Website, or such other form for the presentation of such information and
containing such additional information as may from time to time be approved by
the CMSA for commercial mortgage securities transactions generally.

               "CMSA Operating Statement Analysis Report" means a report which
is one element of the CMSA Methodology for Analyzing and Reporting Property
Income Statements and which is substantially in the form of Exhibit N.

                                      -19-
<PAGE>

               "CMSA Reports" means the Restricted Servicer Reports and the
Unrestricted Servicer Reports, collectively.

               "Code" means the Internal Revenue Code of 1986, as amended, any
successor statutes thereto, and applicable U.S. Department of Treasury
regulations issued pursuant thereto in temporary or final form and proposed
regulations thereunder, to the extent that, by reason of their proposed
effective date, such proposed regulations would apply to the Trust.

               "Collection Period" means, with respect to any Distribution Date,
the period beginning on the day after the Determination Date in the month
preceding the month of such Distribution Date (or in the case of the first
Distribution Date, the Cut-Off Date) and ending on the Determination Date in the
month in which the Distribution Date occurs.

               "Commission" means the U.S. Securities and Exchange Commission.

               "Compensating Interest" means with respect to any Distribution
Date, an amount equal to the lesser of (A) the excess of (i) Prepayment Interest
Shortfalls incurred in respect of all Mortgage Loans other than the Specially
Serviced Mortgage Loans resulting from (x) voluntary Principal Prepayments on
such Mortgage Loans (but not including any B Note, Non-Serviced Companion
Mortgage Loan or Serviced Companion Mortgage Loan) or (y) to the extent that the
Master Servicer did not apply the proceeds thereof in accordance with the terms
of the related Mortgage Loan documents, involuntary Principal Prepayments during
the related Collection Period over (ii) the aggregate of Prepayment Interest
Excesses resulting from Principal Prepayments on the Mortgage Loans (but not
including any B Note, Non-Serviced Companion Mortgage Loan or Serviced Companion
Mortgage Loan) during the same Collection Period and (B) the aggregate of the
portion of the aggregate Master Servicing Fee accrued at a rate per annum equal
to 2 basis points for the related Collection Period calculated in respect of all
the Mortgage Loans (including REO Mortgage Loans but not including any B Note,
Non-Serviced Companion Mortgage Loan or Serviced Companion Mortgage Loan), plus
any investment income earned on the amount prepaid prior to such Distribution
Date. For the avoidance of doubt, no Repurchased Loan shall be included as a
Mortgage Loan for purposes of computing the amount of Compensating Interest.

               "Component" means any of the Class A-1A Component, Class A-1B
Component, the Class A-2A Component, the Class A-2B Component, the Class A-2C
Component, the Class A-2D Component, the Class A-3 Component, the Class A-ABA
Component, the Class A-ABB Component, the Class A-4A Component, the Class A-4B
Component, the Class A-4C Component, the Class A-M Component, the Class A-J
Component, the Class B-1 Component, the Class B-2 Component, the Class B-3
Component, the Class C Component, the Class D-1 Component, the Class D-2
Component, the Class E-1 Component, the Class E-2 Component, the Class F
Component, the Class G-1 Component, the Class G-2 Component, the Class H
Component, the Class J Component, the Class K Component, the Class L-1
Component, the Class L-2 Component, the Class M Component, the Class N
Component, the Class O Component and the Class P Component.

               "Component Notional Amount" means with respect to each Component
and any date of determination, an amount equal to the then Certificate Balance
of its Corresponding REMIC II Regular Interest.

                                      -20-
<PAGE>

               "Condemnation Proceeds" means any awards resulting from the full
or partial condemnation or any eminent domain proceeding or any conveyance in
lieu or in anticipation thereof with respect to a Mortgaged Property by or to
any governmental, quasi-governmental authority or private entity with
condemnation powers other than amounts to be applied to the restoration,
preservation or repair of such Mortgaged Property or released to the related
Mortgagor in accordance with the terms of the Mortgage Loan and (if applicable)
its related B Note or Serviced Companion Mortgage Loan. With respect to the
Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced
Companion Mortgage Loan, only the portion of such amounts payable to the holder
of the related Non-Serviced Mortgage Loan shall be included in Condemnation
Proceeds, and with respect to the Mortgaged Property securing any Loan Pair or
A/B Mortgage Loan, only the portion of such amounts payable to the holder of the
related Serviced Pari Passu Mortgage or A Note, as applicable, shall be included
in Condemnation Proceeds.

               "Controlling Class" means the most subordinate Class of REMIC
Regular Certificates outstanding at any time of determination; provided, that,
if the Aggregate Certificate Balance of such Class is less than 25% of the
initial Certificate Balance of such Class as of the Closing Date, the
Controlling Class shall be the next most subordinate Class of REMIC Regular
Certificates outstanding. As of the Closing Date, the Controlling Class will be
the Class P Certificates.

               "Controlling Person" means, with respect to any Person, any other
Person who "controls" such Person within the meaning of the Securities Act.

               "Corporate Trust Office" means, with respect to the presentment
and surrender of Certificates for the final distribution thereon or the
presentment and surrender of Certificates for any other purpose, the principal
corporate trust office of the Certificate Registrar. The principal corporate
trust office of the Trustee is presently located at 135 South LaSalle Street,
Suite 1625, Chicago, IL 60603, Attention: Global Securities and Trust Services
-- Bear Stearns Commercial Mortgage Securities Inc., Series 2006-TOP24 and the
office of the Certificate Registrar is presently located for certificate
transfer purposes at Wells Fargo Center, Sixth Street and Marquette Avenue, MAC
#N9303-121, Minneapolis, Minnesota 55479-0113, Attention: Corporate Trust
Services (CMBS) -- Bear Stearns Commercial Mortgage Securities Inc., Series
2006-TOP24, and for all other purposes at 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Corporate Trust Services (CMBS) -- Bear Stearns
Commercial Mortgage Securities Inc., Series 2006-TOP24, or at such other address
as the Trustee or Certificate Registrar may designate from time to time by
notice to the Certificateholders, the Depositor, the Master Servicer, the Paying
Agent and the Special Servicer.

               "Corresponding Certificate" means the Class of Certificates as
set forth in the Preliminary Statement with respect to any Corresponding
Component or any Corresponding REMIC II Regular Interest.

               "Corresponding Component" means the Component as set forth in the
Preliminary Statement with respect to any Corresponding Certificate or any
Corresponding REMIC II Regular Interest.

                                      -21-
<PAGE>

               "Corresponding REMIC I Regular Interest" means, with respect to
each Mortgage Loan, the REMIC I Regular Interest having an initial Certificate
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" means the REMIC II
Regular Interest as defined in the Preliminary Statement with respect to any
Class of Corresponding Certificates or any Corresponding Component.

               "Crossed Mortgage Loan" has the meaning set forth in Section
2.3(a).

               "Custodian" means the Trustee or any Person who is appointed by
the Trustee at any time as custodian pursuant to Section 7.9 and who is
unaffiliated with the Depositor and each Seller and satisfies the eligibility
requirements of the Trustee as set forth in Section 7.5.

               "Customer" means a broker, dealer, bank, other financial
institution or other Person for whom the Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing Agency.

               "Cut-Off Date" means the end of business on October 1, 2006. The
Cut-Off Date for any Mortgage Loan that has a Due Date on a date other than the
first day of each month shall be the end of business on October 1, 2006, and
Scheduled Payments due in October 2006 with respect to Mortgage Loans not having
Due Dates on the first of each month have been deemed received on October 1,
2006, not the actual day on which such Scheduled Payments were due.

               "Debt Service Coverage Ratio" means, with respect to any Mortgage
Loan, as of any date of determination and for any period, the amount calculated
for such date of determination in accordance with the procedures set forth in
Exhibit T, whether or not the Mortgage Loan has an interest-only period that has
not expired as of the Cut-Off Date.

               "Debt Service Reduction Amount" means, with respect to a Due Date
and the related Determination Date, the amount of the reduction of the Scheduled
Payment which a Mortgagor is obligated to pay on such Due Date with respect to a
Mortgage Loan, a Serviced Companion Mortgage Loan or a B Note as a result of any
proceeding under bankruptcy law or any similar proceeding (other than a
Deficient Valuation Amount); provided, however, that in the case of an amount
that is deferred, but not forgiven, such reduction shall include only the net
present value (calculated at the related Mortgage Rate) of the reduction.

               "Defaulted Mortgage Loan" means a Mortgage Loan or Serviced
Companion Mortgage Loan that is in default under the terms of the applicable
Mortgage Loan documentation and for which any applicable grace period has
expired.

               "Defeasance Collateral" means, with respect to any Defeasance
Loan, the United States Treasury obligations required to be pledged in lieu of
prepayment pursuant to the terms thereof.

               "Defeasance Loan" means any Mortgage Loan, Serviced Companion
Mortgage Loan or B Note which requires or permits the related Mortgagor (or
permits the holder of such

                                      -22-
<PAGE>
Mortgage Loan, Serviced Companion Mortgage Loan or B Note to require the related
Mortgagor) to pledge Defeasance Collateral to such holder in lieu of prepayment.

               "Defective Mortgage Loan" has the meaning set forth in Section
2.3(a).

               "Deficient Valuation" means, with respect to any Mortgage Loan
(other than an A Note or a Serviced Pari Passu Mortgage Loan), any A/B Mortgage
Loan or any Loan Pair, a valuation by a court of competent jurisdiction of the
Mortgaged Property (or, with respect to a Non-Serviced Mortgage Loan or a
Serviced Pari Passu Mortgage Loan, the pro rata portion of the valuation
allocable to such Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage
Loan, as applicable) relating to such Mortgage Loan, A/B Mortgage Loan or Loan
Pair in an amount less than the then outstanding indebtedness under such
Mortgage Loan, A/B Mortgage Loan or Loan Pair, which valuation results from a
proceeding initiated under the United States Bankruptcy Code, as amended from
time to time, and that reduces the amount the Mortgagor is required to pay under
such Mortgage Loan, A/B Mortgage Loan or Loan Pair.

               "Deficient Valuation Amount" means (i) with respect to each
Mortgage Loan (other than an A Note or a Serviced Pari Passu Mortgage Loan), any
A/B Mortgage Loan or any Loan Pair, the amount by which the total amount due
with respect to such Mortgage Loan, A/B Mortgage Loan or Loan Pair (excluding
interest not yet accrued), including the Principal Balance of such Mortgage
Loan, A/B Mortgage Loan or Loan Pair plus any accrued and unpaid interest
thereon and any other amounts recoverable from the Mortgagor with respect
thereto pursuant to the terms thereof, is reduced in connection with a Deficient
Valuation and (ii) with respect to any A Note or Serviced Pari Passu Mortgage
Loan, the portion of any Deficient Valuation Amount for the related A/B Mortgage
Loan or Loan Pair, as applicable, that is borne by the holder of the A Note or
Serviced Pari Passu Mortgage Loan, as applicable, under the related
Intercreditor Agreement or Loan Pair Intercreditor Agreement, as applicable.

               "Definitive Certificates" means Certificates of any Class issued
in definitive, fully registered, certificated form without interest coupons.

               "Deleted Mortgage Loan" means a Mortgage Loan which is
repurchased from the Trust pursuant to the terms hereof or as to which one or
more Qualifying Substitute Mortgage Loans are substituted.

               "Depositor" means Bear Stearns Commercial Mortgage Securities
Inc., a Delaware corporation, and its successors in interest.

               "Depository" has the meaning set forth in Section 3.7(a).

                "Depository Agreement" means the Letter of Representations dated
the Closing Date and by and among the Depositor, the Paying Agent and the
Depository.

               "Determination Date" means, with respect to any Distribution
Date, the earlier of (i) the 7th day of the month in which such Distribution
Date occurs or, if such day is not a Business Day, the immediately preceding
Business Day, and (ii) the 5th Business Day prior to the related Distribution
Date, commencing November 3, 2006.

                                       -23-
<PAGE>

               "Directly Operate" means, with respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management of
such REO Property, the holding of such REO Property primarily for sale to
customers (other than a sale of an REO Property pursuant to and in accordance
with Section 9.15) or the performance of any construction work thereon, in each
case other than through an Independent Contractor; provided, however, that the
Trustee (or the Special Servicer on behalf of the Trustee) shall not be
considered to Directly Operate an REO Property solely because the Trustee (or
the Special Servicer on behalf of the Trustee) establishes rental terms, chooses
tenants, enters into or renews leases, deals with taxes and insurance, or makes
decisions as to repairs, tenant improvements or capital expenditures with
respect to such REO Property (including, without limitation, construction
activity to effect repairs or in connection with leasing activity) or undertakes
any ministerial action incidental thereto.

               "Discount Rate" means the rate which, when compounded monthly, is
equivalent to the Treasury Rate when compounded semi-annually. The "Treasury
Rate," unless a different term methodology or source is otherwise set forth in
the Mortgage Loan documents, is the yield calculated by the linear interpolation
of the yields, as reported in Federal Reserve Statistical Release H.15--Selected
Interest Rates under the heading "U.S. government securities/Treasury constant
maturities" for the week ending prior to the date of the relevant principal
prepayment, of U.S. Treasury constant maturities with a maturity date (one
longer and one shorter) most nearly approximating the maturity date (or the
Anticipated Repayment Date, if applicable) of the Mortgage Loan prepaid. If
Release H.15 is no longer published, the Master Servicer will select a
comparable publication to determine the Treasury Rate.

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

               "Distributable Certificate Interest" means, with respect to any
Distribution Date and any Class of Certificates (other than the Residual
Certificates) or Interests, the sum of (A) Accrued Certificate Interest in
respect of such Class or Classes or Interest, reduced (to not less than zero) by
(i) any Net Aggregate Prepayment Interest Shortfalls for such Class or Classes
of Certificates or Interests, allocated on such Distribution Date to such Class
or Classes or Interest pursuant to Section 6.7, and (ii) Realized Losses
allocated on such Distribution Date to reduce the Distributable Certificate
Interest payable to such Class or Classes or Interest pursuant


                                      -24-
<PAGE>

to Section 6.6, plus (B) the Unpaid Interest, plus (C) if the Aggregate
Certificate Balance is reduced because of a diversion of principal in accordance
with Section 5.2(a)(II)(iv), and there is a subsequent recovery of amounts as
set forth in Section 6.6(c)(i), then interest at the applicable Pass-Through
Rate that would have accrued and been distributable with respect to the amount
that the Aggregate Certificate Balance was so reduced, which interest shall
accrue from the date that the related Realized Loss is allocated through the end
of the Interest Accrual Period related to the Distribution Date on which such
amounts are subsequently recovered.

               "Distribution Account" means the Distribution Account maintained
by the Paying Agent on behalf of the Trustee, in accordance with the provisions
of Section 5.3, which account shall be an Eligible Account.

               "Distribution Date" means the 12th day of each month or, if such
day is not a Business Day, the next succeeding Business Day, commencing November
13, 2006.

               "Due Date" means, with respect to a Mortgage Loan, a Serviced
Companion Mortgage Loan or a B Note, the date on which a Scheduled Payment is
due.

               "EDGAR" means the Commission's Electronic Data Gathering,
Analysis and Retrieval system.

               "Eligible Account" means an account (or accounts) that is any of
the following: (i) maintained with a depository institution or trust company
whose (A) commercial paper, short-term unsecured debt obligations or other
short-term deposits are rated at least "P-1" by Moody's and "F-1" by Fitch, if
the deposits are to be held in the account for 30 days or less, or (B) long-term
unsecured debt obligations are rated at least "A2" by Moody's and at least "AA-"
by Fitch (or "A-" by Fitch so long as the short-term unsecured debt obligations
are rated not less than "F-1" by Fitch), if the deposits are to be held in the
account more than 30 days or (ii) a segregated trust account or accounts
maintained in the trust department of the Trustee, the Paying Agent or other
financial institution having a combined capital and surplus of at least
$50,000,000 and subject to regulations regarding fiduciary funds on deposit
similar to Title 12 of the Code of Federal Regulations Section 9.10(b) and whose
long-term senior unsecured debt obligations or other long-term deposits, or, in
the case of the Trustee, the Trustee's parent's long-term senior unsecured debt
obligations or other long-term deposits, are rated at least "Baa3" by Moody's,
or (iii) an account or accounts of a depository institution acceptable to each
Rating Agency, as evidenced by Rating Agency Confirmation with respect to the
use of any such account as the Certificate Account or the Distribution Account.
Notwithstanding anything in the foregoing to the contrary, an account shall not
fail to be an Eligible Account solely because it is maintained with Wells Fargo
Bank, National Association, a wholly-owned subsidiary of Wells Fargo & Co.,
provided that such subsidiary's or its parent's (A) commercial paper, short-term
unsecured debt obligations or other short-term deposits are at least "P-1" in
the case of Moody's, and "F-1" in the case of Fitch, if the deposits are to be
held in the account for 30 days or less, or (B) long-term unsecured debt
obligations are rated at least "Aa2" in the case of Moody's and at least "A+" in
the case of Fitch, if the deposits are to be held in the account for more than
30 days.

               "Eligible Investments" means any one or more of the following
financial assets or other property:

                                      -25-
<PAGE>

                    (i) direct obligations of, and obligations fully guaranteed
as to timely payment of principal and interest by, the United States of America,
FNMA, FHLMC or any agency or instrumentality of the United States of America the
obligations of which are backed by the full faith and credit of the United
States of America; provided that any obligation of FNMA or FHLMC, other than an
unsecured senior debt obligation of FNMA or FHLMC, shall be an Eligible
Investment only if Rating Agency Confirmation is obtained with respect to such
investment;

                    (ii) demand or time deposits in, unsecured certificates of
deposit of, money market deposit accounts of, or bankers' acceptances issued by,
any depository institution or trust company (including the Trustee, the Master
Servicer, the Special Servicer, the Paying Agent or any Affiliate of the Master
Servicer, the Special Servicer, the Paying Agent or the Trustee, acting in its
commercial capacity) incorporated or organized under the laws of the United
States of America or any State thereof and subject to supervision and
examination by federal or state banking authorities, so long as the commercial
paper or other short-term debt obligations of such depository institution or
trust company are rated "F-1" by Fitch and "Prime-1" by Moody's or the long-term
unsecured debt obligations of such depository institution or trust company have
been assigned a rating by each Rating Agency at least equal "AA" by Fitch and
"Aa2" by Moody's or its equivalent or, in each case, if not rated by a Rating
Agency, then such Rating Agency has issued a Rating Agency Confirmation;

                    (iii) repurchase agreements or obligations with respect to
any security described in clause (i) above where such security has a remaining
maturity of one year or less and where such repurchase obligation has been
entered into with a depository institution or trust company (acting as
principal) described in clause (ii) above and where such repurchase obligation
will mature prior to the Business Day preceding the next date upon which, as set
forth in this Agreement, such amounts are required to be withdrawn from the
Certificate Account and which meets the minimum rating requirement for such
entity described above (or for which Rating Agency Confirmation is obtained with
respect to such ratings);

                    (iv) debt obligations (other than stripped bonds or stripped
coupons) bearing interest or sold at a discount issued by any corporation
incorporated under the laws of the United States of America or any state
thereof, which securities are rated "AA-" or its equivalent by each Rating
Agency, unless otherwise specified in writing by the Rating Agency; provided
that securities issued by any particular corporation will not be Eligible
Investments to the extent that investment therein will cause the
then-outstanding principal amount of securities issued by such corporation and
held in the Certificate Account to exceed 5% of the sum of the aggregate
Certificate Principal Balance of the Principal Balance Certificates and the
aggregate principal amount of all Eligible Investments in the Certificate
Account;

                    (v) 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) rated
"F-1" by Fitch and "Prime-1" by Moody's (or for which Rating Agency Confirmation
is obtained with respect to such ratings);

                     (vi) units of investment funds (including money market
funds) that are rated in the highest long-term category by Fitch, or if not
rated by Fitch, then Fitch has issued a

                                      -26-
<PAGE>

Rating Agency Confirmation, and the highest long-term category by Moody's, or if
not rated by Moody's, then Moody's has issued a Rating Agency Confirmation;

                    (vii) guaranteed reinvestment agreements maturing within 365
days or less issued by any bank, insurance company or other corporation whose
long-term unsecured debt rating is not less than "AA" (or its equivalent) by
Fitch and "Aa2" by Moody's (if rated by Fitch or, if not rated by Fitch, by
Moody's and another nationally recognized statistical rating organization), or
for which Rating Agency Confirmation is obtained with respect to such ratings;

                    (viii) any money market funds (including those managed or
advised by the Paying Agent or its affiliates) that maintain a constant asset
value and that are rated "Aaa" (or its equivalent rating) by Moody's and "AAA"
(or its equivalent rating) by Fitch (if so rated by Fitch), and any other
demand, money-market or time deposit, or any other obligation, security or
investment, with respect to which Rating Agency Confirmation has been obtained;
and

                    (ix) such other investments bearing interest or sold at a
discount, earning a return "in the nature of interest" within the meaning of
Treasury Regulation Section 1.860G-2(g)(1)(i) (as evidenced by an Opinion of
Counsel delivered to the Trustee and the Paying Agent by the Master Servicer at
the Master Servicer's expense), as are acceptable to the Rating Agencies (as
evidenced by Rating Agency Confirmation) and treated as "permitted investments"
that are "cash flow investments" under Section 860G(a)(5) of the Code;

provided (A) such investment is held for a temporary period pursuant to Section
1.860G-2(g)(i) of the Treasury Regulations, (B) such investment is payable by
the obligor in U.S. dollars, and (C) that no such instrument shall be an
Eligible Investment (1) if such instrument evidences either (a) a right to
receive only interest payments or only principal payments with respect to the
obligations underlying such instrument or (b) a right to receive both principal
and interest payments derived from obligations underlying such instrument and
the principal and interest payments with respect to such instrument provide a
yield to maturity of greater than 120% of the yield to maturity at par of such
underlying obligations, or (2) if it may be redeemed at a price below the
purchase price or (3) if it is not treated as a "permitted investment" that is a
"cash flow investment" under Section 860G(a)(5) of the Code; and provided,
further, that any such instrument shall have a maturity date no later than the
date such instrument is required to be used to satisfy the obligations under
this Agreement, and, in any event, shall not have a maturity in excess of one
year; any such instrument must have a predetermined fixed dollar of principal
due at maturity that cannot vary or change; if rated, the obligation must not
have an "r" highlighter affixed to its rating; interest on any variable rate
instrument shall be tied to a single interest rate index plus a single fixed
spread (if any) and move proportionally with that index; and provided, further,
that no amount beneficially owned by any REMIC Pool (including any amounts
collected by the Master Servicer but not yet deposited in the Certificate
Account) may be invested in investments treated as equity interests for Federal
income tax purposes. No Eligible Investments shall be purchased at a price in
excess of par. For the purpose of this definition, units of investment funds
(including money market funds) shall be deemed to mature daily.

               "Environmental Insurance Policy" shall mean, with respect to any
Mortgage Loan or the related Mortgaged Property or REO Property, any insurance
policy covering pollution conditions and/or other environmental conditions that
is maintained from time to time

                                      -27-
<PAGE>

in respect of such Mortgage Loan, Mortgaged Property or REO Property, as the
case may be, for the benefit of, among others, the Trustee on behalf of the
Certificateholders.

               "Environmental Laws" means any and all federal, state and local
statutes, laws, regulations, ordinances, rules, judgments, orders, decrees,
permits, concessions, grants, franchises, licenses, agreements or other
governmental restrictions, now or hereafter in effect, relating to health or the
environment or to emissions, discharges or releases of chemical substances,
including, without limitation, any and all pollutants, contaminants, petroleum
or petroleum products, asbestos or asbestos-containing materials,
polychlorinated biphenyls, urea-formaldehyde insulation, radon, industrial,
toxic or hazardous substances or wastes, into the environment, including,
without limitation, ambient air, surface water, ground water or land, or
otherwise relating to the manufacture, processing, distribution, use, labeling,
registration, treatment, storage, disposal, transport or handling of any of the
foregoing substances or wastes or the clean-up or other remediation thereof.

               "ERISA" means the Employee Retirement Income Security Act of
1974, as amended.

               "Escrow Account" means an account established by or on behalf of
the Master Servicer pursuant to Section 8.3(e).

               "Escrow Amount" means any amount payable with respect to a
Mortgage Loan (including an A/B Mortgage Loan) for taxes, assessments, water
rates, Standard Hazard Insurance Policy premiums, ground lease payments,
reserves for capital improvements, deferred maintenance, repairs, tenant
improvements, leasing commissions, rental achievements, environmental matters
and other reserves or comparable items.

               "Euroclear Bank" means Euroclear Bank, S.A./N.V., as operator of
the Euroclear system.

               "Event of Default" has the meaning set forth in Section 8.28(a).

               "Excess Interest" means, with respect to an ARD Loan if an ARD
Loan is not prepaid in full on or before its Anticipated Repayment Date, the
excess, if any of (i) interest accrued at the rate of interest applicable to
such Mortgage Loan after such Anticipated Repayment Date (plus any interest on
such interest as may be provided for under the related Mortgage Loan documents)
over (ii) interest accrued at the rate of interest applicable to such Mortgage
Loan before such Anticipated Repayment Date. Excess Interest on an ARD Loan is
an asset of the Trust, but shall not be an asset of any REMIC Pool formed
hereunder.

               "Excess Interest Sub-account" means an administrative account
deemed to be a sub-account of the Distribution Account. The Excess Interest
Sub-account shall not be an asset of any REMIC Pool.

               "Excess Liquidation Proceeds" means, with respect to any Mortgage
Loan, the excess of (i) Liquidation Proceeds of a Mortgage Loan or related REO
Property, over (ii) the amount that would have been received if a Principal
Prepayment in full had been made with respect to such Mortgage Loan (or, in the
case of an REO Property related to an A/B Mortgage

                                       -28-
<PAGE>

Loan, a Principal Prepayment in full had been made with respect to both the
related A Note and B Note, or, in the case of an REO Property related to a Loan
Pair, a Principal Prepayment in full had been made with respect to both the
Serviced Pari Passu Mortgage Loan and the Serviced Companion Mortgage Loan) on
the date such proceeds were received plus accrued and unpaid interest with
respect to such Mortgage Loan and any and all expenses (including Additional
Trust Expenses and Unliquidated Advances) with respect to such Mortgage Loan. In
the case of a Serviced Pari Passu Mortgage Loan, Excess Liquidation Proceeds
means only the pro rata share of such proceeds that are allocated to the Trust.

               "Excess Servicing Fee" means, with respect to the Mortgage Loans
or the Serviced Companion Mortgage Loans for which an "excess servicing fee
rate" is designated on the Mortgage Loan Schedule, the monthly fee payable to
Wells Fargo Bank, National Association or its successors and assigns as holder
of excess servicing rights, which fee shall accrue on the Scheduled Principal
Balance of each such Mortgage Loan immediately prior to the Due Date occurring
in each month at the per annum rate (determined in the same manner as the
applicable Mortgage Rate for such Mortgage Loan is determined for such month)
specified on the Mortgage Loan Schedule (the "Excess Servicing Fee Rate"). The
holder of excess servicing rights is entitled to Excess Servicing Fees only with
respect to the Mortgage Loans or Serviced Companion Mortgage Loans as indicated
on Exhibit J hereto.

               "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

               "Exchange Certification" means an Exchange Certification
substantially in the form set forth in Exhibit H hereto executed by a holder of
an interest in a Regulation S Global Certificate or a Rule 144A-IAI Global
Certificate, as applicable.

               "Exemption" means each of the individual prohibited transaction
exemptions relating to pass-through certificates and the operation of asset pool
investment trusts granted by the United States Department of Labor to the
Underwriters, as amended.

               "Expense Loss" means a loss realized upon payment by the Trust of
an Additional Trust Expense.

               "Extension" has the meaning set forth in Section 9.15(a).

               "FDIC" means the Federal Deposit Insurance Corporation or any
successor thereto.

               "FHLMC" means the Federal Home Loan Mortgage Corporation, or any
successor thereto.

               "Final Certification" has the meaning set forth in Section 2.2.

               "Final Judicial Determination" has the meaning set forth in
Section 2.3(a).

                "Final Prospectus Supplement" has the meaning set forth in the
Preliminary State ment hereto.


                                      -29-
<PAGE>

               "Final Recovery Determination" means a determination with respect
to any Mortgage Loan, B Note, Specially Serviced Mortgage Loan or Serviced
Companion Mortgage Loan by the Special Servicer in consultation with the
Operating Adviser and the Master Servicer (including a Mortgage Loan, a Serviced
Companion Mortgage Loan or a B Note that became an REO Property), in each case,
in its good faith discretion, consistent with the Servicing Standard, that all
Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, Purchase
Proceeds and other payments or recoveries that the Special Servicer expects to
be finally recoverable on such Mortgage Loan, Serviced Companion Mortgage Loan
or B Note, without regard to any obligation of the Master Servicer, the Special
Servicer or the Trustee, as the case may be, to make payments from its own funds
pursuant to Article IV hereof, have been recovered. The Special Servicer shall
be required to provide the Master Servicer with prompt written notice of any
Final Recovery Determination with respect to any Specially Serviced Mortgage
Loan upon making such determination. The Master Servicer shall notify the
Trustee and the Paying Agent of such determination and the Paying Agent shall
deliver a copy of such notice to each Rating Agency.

               "Final Scheduled Distribution Date" means, for each Class of
rated Certificates, the Distribution Date on which such Class would be paid in
full if payments were made on the Mortgage Loans in accordance with their terms,
except that ARD Loans are assumed to be repaid on their Anticipated Repayment
Dates.

               "Financial Market Publishers" means Trepp, LLC and Intex
Solutions, Inc., or any successor entities thereof.

               "Fitch" means Fitch, Inc. or its successor in interest.
               "FNMA" means the Federal National Mortgage Association, or any
successor thereto.

               "Form 8-K Disclosure Information" has the meaning set forth in
Section 13.7.

               "Free Writing Prospectus" has the meaning set forth in the
Preliminary Statement hereto.

               "Global Certificate" means any Rule 144A-IAI Global Certificate,
Regulation S Temporary Global Certificate or Regulation S Permanent Global
Certificate.

               "Grantor Trust Pool" means the segregated pool of assets
designated as the "Class P Grantor Trust" pursuant to Section 12.5 hereof.

               "Holder" means the Person in whose name a Certificate is
registered on the Certificate Register.

               "IAI Definitive Certificate" means, with respect to any Class of
Certificates sold to Institutional Accredited Investors who are not Qualified
Institutional Buyers, a Certificate in definitive, fully registered certificated
form without interest coupons.

               "Independent" means, when used with respect to any Accountants, a
Person who is "independent" within the meaning of Rule 2-01(B) of the Securities
and Exchange



                                      -30-
<PAGE>


Commission's Regulation S-X. Independent means, when used with respect to any
other Person, a Person who (A) is in fact independent of another specified
Person and any Affiliate of such other Person, (B) does not have any material
direct or indirect financial interest in such other Person or any Affiliate of
such other Person, (C) is not connected with such other Person or any Affiliate
of such other Person as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions and (D) is not a member
of the immediate family of a Person defined in clause (B) or (C) above.

               "Independent Contractor" means, either (i) with respect to any
Mortgage Loan (A) that is not a Specially Serviced Mortgage Loan, any Person
designated by the Master Servicer (other than the Master Servicer, but which may
be an Affiliate of the Master Servicer), or (B) that is a Specially Serviced
Mortgage Loan, any Person designated by the Special Servicer that would be an
"independent contractor" with respect to a REMIC Pool within the meaning of
Section 856(d)(3) of the Code if such REMIC Pool were a real estate investment
trust (except that the ownership test set forth in such Section shall be
considered to be met by any Person that owns, directly or indirectly, 35% or
more of the Aggregate Certificate Balance or Notional Amount, as the case may
be, of any Class of the Certificates (other than the Residual Certificates), a
Percentage Interest of 35% or more in the Residual Certificates or such other
interest in any Class of the Certificates or of the applicable REMIC Pool as is
set forth in an Opinion of Counsel, which shall be at no expense to the Trustee
or the Trust) so long as such REMIC Pool does not receive or derive any income
from such Person and provided that the relationship between such Person and such
REMIC is at arm's length, all within the meaning of Treasury Regulations Section
1.856-4(b)(5), or (ii) any other Person (including the Master Servicer or the
Special Servicer) upon receipt by the Trustee of an Opinion of Counsel, which
shall be at the expense of the Person delivering such opinion to the Trustee, 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.

               "Initial Certification" has the meaning set forth in Section 2.2.

               "Initial Deposit" means the amount of all collections made on the
Mortgage Loans from the Cut-Off Date to and excluding the Closing Date.

               "Initial Review Period" has the meaning set forth in Section
9.4(d).

               "Inspection Report" means the report delivered by the Master
Servicer or the Special Servicer, as the case may be, substantially in the form
of Exhibit L hereto.

               "Institutional Accredited Investor" means an institutional
accredited investor qualifying pursuant to Rule 501(a)(1), (2), (3) or (7) of
Regulation D of the Securities Act.

               "Insured Environmental Event" has the meaning set forth in
Section 9.1(f).


                                      -31-
<PAGE>

               "Insurance Policies" means, collectively, any Standard Hazard
Insurance Policy, flood insurance policy, title insurance policy, terrorism
insurance policy or Environmental Insurance Policy relating to the Mortgage
Loans or the Mortgaged Properties in effect as of the Closing Date or thereafter
during the term of this Agreement.

               "Insurance Proceeds" means amounts paid by the insurer under any
Insurance Policy, other than amounts required to be paid over to the Mortgagor
pursuant to law, the related Mortgage Loan, the related Serviced Companion
Mortgage Loan, the related B Note or the Servicing Standard. With respect to the
Mortgaged Property securing any Non-Serviced Mortgage Loan or Non-Serviced
Companion Mortgage Loan, only the portion of such amounts payable to the holder
of the related Non-Serviced Mortgage Loan shall be included in Insurance
Proceeds, and with respect to the Mortgaged Property securing any Loan Pair or
A/B Mortgage Loan, only the portion of such amounts payable to the holder of the
related Serviced Pari Passu Mortgage Loan or the related A Note, as applicable,
shall be included in Insurance Proceeds.

               "Intercreditor Agreement" means, with respect to an A/B Mortgage
Loan, the related intercreditor agreement by and between the holder of the
related A Note(s) and the holder of the related B Note relating to the relative
rights of such holders of the respective A Note(s) and B Note, as the same may
be further amended from time to time in accordance with the terms thereof.

               "Interest" means a REMIC I Interest or a REMIC II Interest, as
applicable.

               "Interest Accrual Period" means, for any Distribution Date, with
respect to all Classes of Certificates and Interests (other than the Residual
Certificates), the period beginning on the first day of the month preceding the
month in which such Distribution Date occurs and ending on the last day of the
month preceding the month in which such Distribution Date occurs.

               "Interest Reserve Account" means that Interest Reserve Account
maintained by the Master Servicer pursuant to Section 5.1(a), which account
shall be an Eligible Account.

               "Interest Reserve Amount" has the meaning set forth in Section
5.1(d).

               "Interest Reserve Loans" shall mean the Mortgage Loans which bear
interest other than on the basis of a 360-day year consisting of twelve (12)
30-day months.

               "Interested Person" means, as of any date of determination, the
Master Servicer, the Special Servicer, the Depositor, the holder of any related
Junior Indebtedness (with respect to any particular Mortgage Loan), a holder of
50% or more of the Controlling Class, the Operating Adviser, any Independent
Contractor engaged by the Master Servicer or the Special Servicer pursuant to
this Agreement, or any Person actually known to a Responsible Officer of the
Trustee to be an Affiliate of any of them.

               "Junior Indebtedness" means any indebtedness of any Mortgagor
that is secured by a lien that is junior in right of payment to the lien of the
Mortgage securing the related Mortgage Note.

                "Late Collections" means, with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note, all amounts received during any
Collection Period,

                                      -32-
<PAGE>

whether as late payments or as Liquidation Proceeds, Insurance Proceeds,
Condemnation Proceeds, Purchase Proceeds or otherwise, that represent payments
or collections of Scheduled Payments due but delinquent for a previous
Collection Period and not previously recovered.

               "Late Fee" means a fee payable to the Master Servicer or the
Special Servicer, as the case may be, to the extent actually collected from the
Mortgagor as provided in the related Mortgage Loan, Serviced Companion Mortgage
Loan or the related B Note in connection with a late payment made by such
Mortgagor. References in this Agreement to Late Fees and default interest in
respect of any Loan Pair or in respect of any Non-Serviced Mortgage Loan and its
related Non-Serviced Companion Mortgage Loan shall mean only the portion thereof
that is received by the Trust in accordance with the applicable Loan Pair
Intercreditor Agreement or Non-Serviced Mortgage Loan Intercreditor Agreement.
Notwithstanding anything to the contrary in this Agreement, Late Fees relating,
and allocated, to any B Note in accordance with the related Intercreditor
Agreement (after being first applied to Advance Interest) shall be payable to
the Holder of the related B Note in accordance with the related Intercreditor
Agreement.

               "Liquidation Expenses" means reasonable and direct expenses
incurred by the Special Servicer on behalf of the Trust in connection with the
liquidation of any Specially Serviced Mortgage Loan or REO Property acquired in
respect thereof including, without limitation, reasonable legal fees and
expenses in connection with a closing, brokerage commissions and conveyance
taxes for such Specially Serviced Mortgage Loan. All Liquidation Expenses
relating to disposition of the Specially Serviced Mortgage Loan shall be (i)
paid out of income from the related REO Property, to the extent available, (ii)
paid out of related proceeds from liquidation or (iii) advanced by the Master
Servicer or the Special Servicer, subject to Section 4.4 and Section 4.6(e)
hereof, as a Servicing Advance.

               "Liquidation Fee" means a fee equal to the product of (x) 1.0%
and (y) the Liquidation Proceeds received in connection with a final disposition
of a Specially Serviced Mortgage Loan or REO Property or portion thereof and any
Condemnation Proceeds and Insurance Proceeds received by the Trust (net of any
expenses incurred by the Special Servicer on behalf of the Trust in connection
with the collection of such Condemnation Proceeds and Insurance Proceeds) other
than Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds received
in connection with any Non-Serviced Mortgage Loan. For the avoidance of doubt, a
Liquidation Fee will be payable in connection with a repurchase of an A Note by
the holder of the related B Note unless otherwise provided in the related
Intercreditor Agreement.

               "Liquidation Proceeds" means proceeds from the sale or
liquidation (provided that for the purposes of calculating Liquidation Fees
hereunder, Liquidation Proceeds shall not include any proceeds from a repurchase
of a Mortgage Loan by a Seller due to a Material Breach of a representation or
warranty or Material Document Defect) of a Mortgage Loan, a Serviced Companion
Mortgage Loan or a B Note or related REO Property, net of Liquidation Expenses.
With respect to the mortgaged property or properties securing any Non-Serviced
Mortgage Loan or Non-Serviced Companion Mortgage Loan, only the portion of such
amounts payable to the holder of the related Non-Serviced Mortgage Loan will be
included in Liquidation Proceeds, and with respect to the mortgaged property or
properties securing any Loan Pair or A/B Mortgage Loan, only an allocable
portion of such Liquidation Proceeds will be distributable to the
Certificateholders.


                                       -33-
<PAGE>

               "Liquidation Realized Loss" means, with respect to each Mortgage
Loan or REO Property, as the case may be, as to which a Cash Liquidation, or
other liquidation or REO Disposition has occurred, an amount equal to the sum,
without duplication, of (A) the Principal Balance (as increased by any
Unliquidated Advance with respect to such Mortgage Loan) of the Mortgage Loan
(or such deemed Principal Balance, in the case of an REO Mortgage Loan) as of
the date of the Cash Liquidation, or other liquidation or REO Disposition
(adjusted in accordance with Section 6.6(c)(i)), plus (B) unpaid interest and
interest accrued thereon at the applicable Mortgage Rate (including interest
accrued and unpaid on the portion of the Principal Balance added in accordance
with Section 6.6(c)(i), which interest shall accrue from the date of the
reduction in the Principal Balance resulting from the allocation of a Realized
Loss incurred pursuant to Section 6.6(b)(i)), plus (C) any expenses (including
Additional Trust Expenses, unpaid Servicing Advances and unpaid Advance
Interest) incurred in connection with such Mortgage Loan that have been paid or
are payable or reimbursable to any Person, other than amounts included in the
definition of Liquidation Expenses and amounts previously treated as Expense
Losses attributable to principal (and interest thereon) minus the sum of (i) REO
Income applied as recoveries of principal or interest on the related Mortgage
Loan or REO Property, and (ii) Liquidation Proceeds, Condemnation Proceeds,
Insurance Proceeds, Late Collections and all other amounts recovered from the
related Mortgagor and received during the Collection Period in which such Cash
Liquidation, or other liquidation or REO Disposition occurred and which are not
required under any Intercreditor Agreement, any Loan Pair Intercreditor
Agreement or Non-Serviced Mortgage Loan Intercreditor Agreement to be payable or
reimbursable to any holder of a B Note, a Serviced Companion Mortgage Loan or a
Non-Serviced Companion Mortgage Loan. REO Income and Liquidation Proceeds shall
be applied first to reimburse the Master Servicer, the Special Servicer and the
Trustee as applicable, to the extent that Section 5.2(a)(I) otherwise entitles
such party to reimbursement, for any Nonrecoverable Advance with respect to the
related Mortgage Loan, and then for all Workout-Delayed Reimbursement Amounts
with respect to such related Mortgage Loan (but not any such amount that has
become Unliquidated Advances), and any remaining REO Income and Liquidation
Proceeds and any Condemnation Proceeds and Insurance Proceeds shall be applied
first against any Additional Trust Expenses (to the extent not included in the
definition of Liquidation Expenses) for such Mortgage Loan, next as a recovery
of any Nonrecoverable Advance (and interest thereon) with respect to such
Mortgage Loan previously paid from principal collections pursuant to Section
5.2(a)(II), next to any Unliquidated Advances with respect to such Mortgage
Loan, next to the unpaid interest on the Mortgage Loan, calculated as set forth
in clause (B) above, and then against the Principal Balance of such Mortgage
Loan, calculated as set forth in clause (A) above.

               "Loan Pair" means a Serviced Pari Passu Mortgage Loan and the
related Serviced Companion Mortgage Loan, collectively.

               "Loan Pair Intercreditor Agreement" means, with respect to a Loan
Pair, the related intercreditor agreement by and between the holders of the
related Serviced Pari Passu Mortgage Loan and the related Serviced Companion
Mortgage Loan relating to the relative rights of such holders, as the same may
be further amended from time to time in accordance with the terms thereof.

               "Loan-to-Value Ratio" means, as of any date with respect to a
Mortgage Loan, the fraction, expressed as a percentage, the numerator of which
is the Principal Balance of such Mortgage Loan at the date of determination and
the denominator of which is the value of the

                                       -34-

<PAGE>

Mortgaged Property as shown on the most recent Appraisal or valuation of the
Mortgaged Property which is available as of such date or, in the case of any
Non-Serviced Mortgage Loan or Loan Pair, the allocable portion thereof.

                "Lock-Box Account" has the meaning set forth in Section 8.3(g).

               "Lock-Box Agreement" means, with respect to any Mortgage Loan,
any lock-box agreement relating to such Mortgage Loan among the related
Mortgagor, a depositary institution and the Master Servicer (or the Primary
Servicer or Sub-Servicer on its behalf) pursuant to which a Lock-Box Account is
created.

               "Losses" has the meaning set forth in Section 12.4.

               "Luxembourg Paying Agent" has the meaning set forth in Section
7.18.

               "Luxembourg Transfer Agent" has the meaning set forth in Section
7.18.

               "MAI" means Member of the Appraisal Institute.

               "Master Servicer" means Wells Fargo Bank, National Association
and its permitted successors or assigns.

               "Master Servicer Consent Matters" has the meaning set forth in
Section 8.3(a).

               "Master Servicer Indemnified Parties" has the meaning set forth
in Section 8.25(a).

                "Master Servicer Losses" has the meaning set forth in Section
8.25(a).

               "Master Servicer Remittance Date" means, for each Distribution
Date, the Business Day immediately preceding such Distribution Date.

               "Master Servicer Remittance Report" means a report prepared by
the Master Servicer and in such media as may be agreed upon by the Master
Servicer and the Paying Agent containing such information regarding the Mortgage
Loans as will permit the Paying Agent to calculate the amounts to be distributed
to the Certificateholders pursuant to this Agreement and to furnish the Monthly
Certificateholders Report to Certificateholders required to be delivered
hereunder and containing such additional information as the Master Servicer, the
Paying Agent and the Depositor may from time to time mutually agree.

               "Master Servicing Fee" means for each calendar month, as to each
Mortgage Loan, Serviced Companion Mortgage Loan and B Note (including REO
Mortgage Loans and Defeasance Loans) but not as to any Non-Serviced Mortgage
Loan (as to which there is no Master Servicing Fee payable to the Master
Servicer under this Trust), an amount equal to the Master Servicing Fee Rate
applicable to such month (determined in the same manner (other than the rate of
accrual) as the applicable Mortgage Rate is determined for such Mortgage Loan,
Serviced Companion Mortgage Loan or B Note for such month) multiplied by the
Scheduled Principal Balance of such Mortgage Loan, Serviced Companion Mortgage
Loan or B Note


                                      -35

<PAGE>

immediately before the Due Date occurring in such month, subject to reduction in
respect of Compensating Interest, as set forth in Section 8.10(c).

               "Master Servicing Fee Rate" means, with respect to each Mortgage
Loan Serviced Companion Mortgage Loan and B Note (including any Mortgage Loan
relating to an REO Property), the rate per annum specified as such on the
Mortgage Loan Schedule. With respect to a Non-Serviced Mortgage Loan, except as
provided for on the Mortgage Loan Schedule, no Master Servicing Fee Rate is
charged by the Master Servicer, but the Pari Passu Loan Servicing Fee Rate is
charged by the applicable Non-Serviced Mortgage Loan Master Servicer pursuant to
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

               "Material Breach" has the meaning set forth in Section 2.3(a).

               "Material Document Defect" has the meaning set forth in Section
2.3(a).

               "Maturity Date" means, with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note as of any date of determination, the
date on which the last payment of principal is due and payable thereunder, after
taking into account all Principal Prepayments received and any Deficient
Valuation, Debt Service Reduction Amount or modification of the Mortgage Loan,
Serviced Companion Mortgage Loan or B Note occurring prior to such date of
determination, but without giving effect to (i) any acceleration of the
principal of such Mortgage Loan, Serviced Companion Mortgage Loan or B Note or
(ii) any grace period permitted by such Mortgage Loan, B Note or Serviced
Companion Mortgage Loan.

               "MERS" means Mortgage Electronic Registration Systems, Inc.

               "Modification Fee" means a fee, if any, collected from a
Mortgagor by the Master Servicer in connection with a modification of any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Mortgage Loan or B Note other than a Specially Serviced Mortgage Loan or
collected in connection with a modification by the Special Servicer of a
Specially Serviced Mortgage Loan.

               "Modification Loss" means, with respect to each Mortgage Loan,
(i) a decrease in the Principal Balance of such Mortgage Loan as a result of a
modification thereof in accordance with the terms hereof, (ii) any expenses
connected with such modification, to the extent (x) reimbursable to the Trustee,
the Special Servicer or the Master Servicer and (y) not recovered from the
Mortgagor or (iii) in the case of a modification of such Mortgage Loan that
reduces the Mortgage Rate thereof, the excess, on each Due Date, of the amount
of interest that would have accrued at a rate equal to the original Mortgage
Rate, over interest that actually accrued on such Mortgage Loan during the
preceding Collection Period.

               "Money Term" means with respect to any Mortgage Loan, Serviced
Companion Mortgage Loan or B Note, the Maturity Date, Mortgage Rate, Principal
Balance, amortization term or payment frequency thereof or any provision thereof
requiring the payment of a prepayment premium, yield maintenance charge or
percentage premium in connection with a principal prepayment (and shall not
include late fees or default interest provisions).


                                      -36-
<PAGE>

               "Monthly Certificateholders Report" means a report provided
pursuant to Section 5.4 by the Paying Agent monthly as of the related
Determination Date generally in the form and substance of Exhibit M, which sets
forth, to the extent applicable: (i) the date of such Distribution Date, and of
the Record Date, Interest Accrual Period, and Determination Date for such
Distribution Date; (ii) the Available Distribution Amount for the Distribution
Date, and any other cash flows received on the Mortgage Loans and applied to pay
fees and expenses (including the components of the Available Distribution Amount
or such other cash flows); (iii) the aggregate amount of servicing fees, Special
Servicing Fees, other special servicing compensation and Trustee Fees paid to
the Master Servicer, the Primary Servicer, the Special Servicer, the holders of
the rights to Excess Servicing Fees, the Trustee and the Paying Agent with
respect to the Mortgage Loans; (iv) the amount of other fees and expenses
accrued and paid from the Trust, including without limitation Advance
reimbursement and interest on Advances, and specifying the purpose of such fees
or expenses and the party receiving payment of those amounts, if applicable; (v)
the amount, if any, of such distributions to the Holders of each Class of
Principal Balance Certificates applied to reduce the respective Certificate
Balances thereof; (vi) the amount of such distribution to holders of each Class
of Certificates allocable to (A) interest accrued (including Excess Interest) at
the respective Pass-Through Rates, less any Net Aggregate Prepayment Interest
Shortfalls and (B) Prepayment Premiums; (vii) the amount of any shortfall in
principal distributions and any shortfall in interest distributions to each
applicable Class of Certificates; (viii) the amount of excess cash flow, if any
distributed to the holder of the Residual Certificates; (ix) the aggregate
Certificate Balance or Notional Amount of each Class of Certificates before and
after giving effect to the distribution made on such Distribution Date; (x) the
Pass-Through Rate applicable to each Class of Certificates for such Distribution
Date; (xi) the Weighted Average Mortgage Rate (and interest rates by
distributional groups or ranges) of the Mortgage Loans as of the related
Determination Date; (xii) the number of outstanding Mortgage Loans and the
aggregate Principal Balance and Scheduled Principal Balance of the Mortgage
Loans and the weighted average remaining term at the close of business on such
Determination Date, with respect to the Mortgage Loans; (xiii) the number and
aggregate Scheduled Principal Balance of Mortgage Loans (A) delinquent 30-59
days, (B) delinquent 60-89 days, (C) delinquent 90 or more days, (D) as to which
foreclosure proceedings have been commenced, or (E) as to which bankruptcy
proceedings have been commenced; (xiv) the aggregate amount and general purpose
of Servicing Advances and P&I Advances outstanding, separately stated, that have
been made by the Master Servicer, the Special Servicer and the Trustee with
respect to the Mortgage Loans and the aggregate amount and general purpose of
Servicing Advances and P&I Advances made by the applicable Non-Serviced Mortgage
Loan Master Servicer in respect of the Non-Serviced Mortgage Loans; (xv) the
number and related Principal Balances of any Mortgage Loans modified, extended
or waived on a loan-by-loan basis since the previous Determination Date
(including a description of any modifications, extensions or waivers to mortgage
loan terms, fees, penalties or payments during the distribution period as
provided to the Paying Agent); (xvi) with respect to any REO Property included
in the Trust, the Principal Balance of the related Mortgage Loan as of the date
of acquisition of the REO Property and the Scheduled Principal Balance thereof;
(xvii) as of the related Determination Date (A) as to any REO Property sold
during the related Collection Period, the date of the related determination by
the Special Servicer that it has recovered all payments which it expects to be
finally recoverable and the amount of the proceeds of such sale deposited into
the Certificate Account, and (B) the aggregate amount of other revenues
collected by the Special Servicer with respect to each REO Property during the
related Collection Period and credited to the Certificate

                                      -37-
<PAGE>

Account, in each case identifying such REO Property by the loan number of the
related Mortgage Loan; (xviii) the aggregate amount of Principal Prepayments
made during the related Collection Period with respect to the Mortgage Loans;
(xix) the amount of Unpaid Interest and Realized Losses, if any, incurred with
respect to the Mortgage Loans, including a breakout by type of such Realized
Losses with respect to the Mortgage Loans; (xx) any Material Breaches of
Mortgage Loan representations and warranties of which the Trustee, the Master
Servicer or the Special Servicer has received written notice; and (xxi) the
amount of any Appraisal Reductions effected during the related Collection Period
on a loan-by-loan basis and the total Appraisal Reductions in effect as of such
Distribution Date (and in the case of the Non-Serviced Mortgage Loans, the
amount of any appraisal reductions effected under the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement). In the case of information
furnished pursuant to subclauses (v), (vi) and (ix) above, the amounts shall be
expressed in the aggregate and as a dollar amount per $1,000 of original
principal amount of the Certificates for all Certificates of each applicable
Class.

               "Moody's" means Moody's Investors Service Inc. or its successor
in interest.

               "Mortgage" means the mortgage, deed of trust or other instrument
securing a Mortgage Note.

               "Mortgage File" means the mortgage documents listed below:

               (i) the original Mortgage Note bearing all intervening
endorsements, endorsed "Pay to the order of LaSalle Bank National Association,
as Trustee for Bear Stearns Commercial Mortgage Securities Inc., Commercial
Mortgage Pass-Through Certificates, Series 2006-TOP24, without recourse,
representation or warranty" or if the original Mortgage Note is not included
therein, then a lost note affidavit with a copy of the Mortgage Note attached
thereto;

               (ii) the original Mortgage, with evidence of recording thereon,
and, if the Mortgage was executed pursuant to a power of attorney, a certified
true copy of the power of attorney certified by the public recorder's office,
with evidence of recording thereon (if recording is customary in the
jurisdiction in which such power of attorney was executed) or certified by a
title insurance company or escrow company to be a true copy thereof; provided
that if such original Mortgage cannot be delivered with evidence of recording
thereon on or prior to the 45th day following the Closing Date because of a
delay caused by the public recording office where such original Mortgage has
been delivered for recordation or because such original Mortgage has been lost,
the Seller shall deliver or cause to be delivered to the Trustee a true and
correct copy of such Mortgage, together with (A) in the case of a delay caused
by the public recording office, an Officer's Certificate of the applicable
Seller stating that such original Mortgage has been sent to the appropriate
public recording official for recordation or (B) in the case of an original
Mortgage that has been lost after recordation, a certification by the
appropriate county recording office where such Mortgage is recorded that such
copy is a true and complete copy of the original recorded Mortgage;

               (iii) the originals of all agreements modifying a Money Term or
other material modification, consolidation and extension agreements, if any,
with evidence of recording thereon, or if such original modification,
consolidation or extension agreements have been delivered to the appropriate
recording office for recordation and either have not yet been returned


                                      -38-
<PAGE>

on or prior to the 45th day following the Closing Date with evidence of
recordation thereon or have been lost after recordation, true copies of such
modifications, consolidations or extensions certified by the applicable Seller
together with (A) in the case of a delay caused by the public recording office,
an Officer's Certificate of the applicable Seller stating that such original
modification, consolidation or extension agreement has been dispatched or sent
to the appropriate public recording official for recordation or (B) in the case
of an original modification, consolidation or extension agreement that has been
lost after recordation, a certification by the appropriate county recording
office where such document is recorded that such copy is a true and complete
copy of the original recorded modification, consolidation or extension
agreement, and the originals of all assumption agreements, if any;

               (iv) an original Assignment of Mortgage for each Mortgage Loan,
in form and substance acceptable for recording, signed by the holder of record
in blank or in favor of "LaSalle Bank National Association, as Trustee for Bear
Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through
Certificates, Series 2006-TOP24"; provided, if the related Mortgage has been
recorded in the name of MERS or its designee, no Assignment of Mortgage in favor
of the Trustee will be required to be recorded or delivered and instead, the
applicable Seller shall take all actions as are necessary to cause the Trustee
to be shown as and shall deliver to the Master Servicer and the Special Servicer
evidence confirming that the Trustee is shown as the owner on the record of
MERS, and the Trustee shall take all actions necessary to confirm that it is
shown as, the owner of the related Mortgage on the record of MERS for purposes
of the system of recording transfers of beneficial ownership of mortgages
maintained by MERS;

               (v) originals of all intervening assignments of Mortgage (except
with respect to any Mortgage that has been recorded in the name of MERS or its
designees), if any, with evidence of recording thereon or, if such original
assignments of Mortgage have been delivered to the appropriate recorder's office
for recordation, certified true copies of such assignments of Mortgage certified
by the applicable Seller, or in the case of an original blanket intervening
assignment of Mortgage retained by the applicable Seller, a copy thereof
certified by the applicable Seller or, if any original intervening assignment of
Mortgage has not yet been returned on or prior to the 45th day following the
Closing Date from the applicable recording office or has been lost, a true and
correct copy thereof, together with (A) in the case of a delay caused by the
public recording office, an Officer's Certificate of the applicable Seller
stating that such original intervening assignment of Mortgage has been sent to
the appropriate public recording official for recordation or (B) in the case of
an original intervening assignment of Mortgage that has been lost after
recordation, a certification by the appropriate county recording office where
such assignment is recorded that such copy is a true and complete copy of the
original recorded intervening assignment of Mortgage;

               (vi) if the related Assignment of Leases is separate from the
Mortgage, the original of such Assignment of Leases with evidence of recording
thereon or, if such Assignment of Leases has not been returned on or prior to
the 45th day following the Closing Date from the applicable public recording
office, a copy of such Assignment of Leases certified by the applicable Seller
to be a true and complete copy of the original Assignment of Leases submitted
for recording, together with (A) an original of each assignment of such
Assignment of Leases with evidence of recording thereon and showing a complete
recorded chain of assignment from the named assignee to the holder of record,
and if any such assignment of such Assignment of


                                      -39-
<PAGE>

Leases has not been returned from the applicable public recording office, a copy
of such assignment certified by the applicable Seller to be a true and complete
copy of the original assignment submitted for recording, and (B) an original
assignment of such Assignment of Leases, in recordable form, signed by the
holder of record in favor of "LaSalle Bank National Association, as Trustee for
Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage
Pass-Through Certificates, Series 2006-TOP24," which assignment may be effected
in the related Assignment of Mortgage; provided, if the related Assignment of
Leases has been recorded in the name of MERS or its designee, no assignment of
Assignment of Leases in favor of the Trustee will be required to be recorded or
delivered and instead, the applicable Seller shall take all actions as are
necessary to cause the Trustee to be shown as and shall deliver to the Master
Servicer and the Special Servicer evidence confirming that the Trustee is shown
as the owner on the record of MERS, and the Trustee shall take all actions
necessary to confirm that it is shown as, the owner of the related Assignment of
Leases on the record of MERS for purposes of the system of recording transfers
of beneficial ownership of mortgages maintained by MERS;

               (vii) the original of each guaranty, if any, constituting
additional security for the repayment of such Mortgage Loan;

               (viii) the original Title Insurance Policy or in the event such
original Title Insurance Policy has not been issued, an original binder or
actual title commitment or a copy thereof certified by the title company with
the original Title Insurance Policy to follow within 180 days of the Closing
Date or a preliminary title report with an original Title Insurance Policy to
follow within 180 days of the Closing Date;

               (ix) (A) UCC financing statements (together with all assignments
thereof) and (B) UCC-2 or UCC-3 financing statements to the Trustee executed and
delivered in connection with the Mortgage Loan; provided, if the related
Mortgage has been recorded in the name of MERS or its designee, no such UCC-2 or
UCC-3 financing statements will be required to be recorded or delivered and
instead, the applicable Seller shall take all actions as are necessary to cause
the Trustee to be shown as and shall deliver to the Master Servicer and the
Special Servicer evidence confirming that the Trustee is shown as the owner on
the record of MERS, and the Trustee shall take all actions necessary to confirm
that it is shown as, the owner of the related UCC financing statements on the
record of MERS for purposes of the system of recording transfers of beneficial
ownership of mortgages maintained by MERS;

               (x) copies of the related ground lease(s), if any, related to any
Mortgage Loan where the Mortgagor is the lessee under such ground lease and
there is a lien in favor of the mortgagee in such lease;

               (xi) copies of any loan agreements, lock-box agreements and
intercreditor agreements (including, without limitation, any Intercreditor
Agreement, any Non-Serviced Mortgage Loan Intercreditor Agreement and any Loan
Pair Intercreditor Agreement, and a copy (that is, not the original) of the
mortgage note evidencing the related Serviced Companion Mortgage Loan and B
Note) related to any Mortgage Loan;

               (xii) either (A) the original of each letter of credit, if any,
constituting additional collateral for such Mortgage Loan, which shall be
assigned and delivered to the Trustee on behalf of the Trust with a copy to be
held by the Primary Servicer (or the Master


                                      -40-
<PAGE>

Servicer), and applied, drawn, reduced or released in accordance with documents
evidencing or securing the applicable Mortgage Loan, this Agreement and the
Primary Servicing Agreement or (B) the original of each letter of credit, if
any, constituting additional collateral for such Mortgage Loan, which shall be
held by the Primary Servicer (or the Master Servicer) on behalf of the Trustee,
with a copy to be held by the Trustee, and applied, drawn, reduced or released
in accordance with documents evidencing or securing the applicable Mortgage
Loan, this Agreement and the Primary Servicing Agreement (it being understood
that each Seller has agreed (a) that the proceeds of such letter of credit
belong to the Trust, (b) to notify, on or before the Closing Date, the bank
issuing the letter of credit that the letter of credit and the proceeds thereof
belong to the Trust, and to use reasonable efforts to obtain within 30 days (but
in any event to obtain within 90 days) following the Closing Date, an
acknowledgement thereof by the bank (with a copy of such acknowledgement to be
sent to the Trustee) or a reissued letter of credit and (c) to indemnify the
Trust for any liabilities, charges, costs, fees or other expenses accruing from
the failure of the Seller to assign all rights in and to the letter of credit
hereunder including the right and power to draw on the letter of credit). In the
case of clause (B) above, the Primary Servicer (and the Master Servicer)
acknowledges that any letter of credit held by it shall be held in its capacity
as agent of the Trust, and if the Primary Servicer (or Master Servicer) sells
its rights to service the applicable Mortgage Loan, the Primary Servicer (or
Master Servicer) will assign the applicable letter of credit to the Trust or at
the direction of the Special Servicer (with respect to any Specially Serviced
Mortgage Loan) to such party as the Special Servicer may instruct, in each case,
at the expense of the Primary Servicer (or Master Servicer). The Primary
Servicer (or Master Servicer) shall indemnify the Trust for any loss caused by
the ineffectiveness of such assignment;

               (xiii) the original environmental indemnity agreement, if any,
related to any Mortgage Loan;

               (xiv) third-party management agreements for all Mortgaged
Properties operated as hotels and for all Mortgaged Properties securing Mortgage
Loans with a Cut-Off Date Principal Balance equal to or greater than
$20,000,000;

                (xv) any Environmental Insurance Policy;

               (xvi) any affidavit and indemnification agreement; and

               (xvii) with respect to any Non-Serviced Mortgage Loan, a copy of
the related Non-Serviced Mortgage Loan Pooling and Servicing Agreement.

               With respect to any Non-Serviced Mortgage Loan, the preceding
document delivery requirements will be met by the delivery by the Depositor of
copies of the documents specified above (other than the Mortgage Notes (and all
intervening endorsements) respectively evidencing such Non-Serviced Mortgage
Loan with respect to which the originals shall be required), including a copy of
such Non-Serviced Mortgage Loan Mortgage.

               "Mortgage Loan" means a Mortgage Note secured by a Mortgage, and
all amendments and modifications thereof, identified on the Mortgage Loan
Schedule, as amended from time to time, provided that the term "Mortgage Loan"
shall include any Defeasance Loan and any Non-Serviced Mortgage Loan (but shall
not include any Non-Serviced Companion


                                      -41-
<PAGE>

Mortgage Loan) but with respect to (i) any A/B Mortgage Loan, shall include the
A Note (but shall not include the related B Note) and (ii) any Loan Pair, shall
include the Serviced Pari Passu Mortgage Loan (but shall not include the related
Serviced Companion Mortgage Loan).

               "Mortgage Loan Purchase Agreement" means Mortgage Loan Purchase
Agreement I, Mortgage Loan Purchase Agreement II, Mortgage Loan Purchase
Agreement III or Mortgage Loan Purchase Agreement IV, as the case may be.

               "Mortgage Loan Purchase Agreement I" means that certain Mortgage
Loan Purchase Agreement between BSCMI and the Depositor dated as of October 18,
2006 with respect to the BSCMI Loans, a form of which is attached hereto as
Exhibit K-1.

               "Mortgage Loan Purchase Agreement II" means that certain Mortgage
Loan Purchase Agreement between Wells Fargo and the Depositor dated as of
October 18, 2006 with respect to the Wells Fargo Loans, a form of which is
attached hereto as Exhibit K-2.

               "Mortgage Loan Purchase Agreement III" means that certain
Mortgage Loan Purchase Agreement between Principal II and the Depositor dated as
of October 18, 2006 with respect to the Principal Loans, a form of which is
attached hereto as Exhibit K-3.

               "Mortgage Loan Purchase Agreement IV" means that certain Mortgage
Loan Purchase Agreement between MSMC and the Depositor dated as of October 18,
2006 with respect to the MSMC Loans, a form of which is attached hereto as
Exhibit K-4.

               "Mortgage Loan Schedule" or "Loan Schedule" means collectively
the schedule attached hereto as Schedule I, which identifies each BSCMI Loan,
the schedule attached hereto as Schedule II, which identifies each Wells Fargo
Loan, the schedule attached hereto as Schedule III, which identifies each
Principal II Loan and the schedule attached hereto as Schedule IV, which
identifies each MSMC Loan, as such schedules may be amended from time to time
pursuant to Section 2.3.

               "Mortgage Note" means the note or other evidence of indebtedness
evidencing the indebtedness of a Mortgagor under a Mortgage Loan.

               "Mortgage Rate" means, for a given Mortgage Loan, Serviced
Companion Mortgage Loan or B Note, the per annum rate at which interest accrues
on such Mortgage Loan, Serviced Companion Mortgage Loan or B Note.

               "Mortgaged Property" means the real property, together with
improvements thereto, securing the indebtedness of the Mortgagor under the
related Mortgage Loan and, in the case of an A/B Mortgage Loan, the related B
Note and, in the case of a Loan Pair, the related Serviced Companion Mortgage
Loan.

               "Mortgagee" means, with respect to any Mortgage as of any date of
determination, the mortgagee named therein as of such date.

               "Mortgagor" means the obligor on a Mortgage Note.

               "MSMC" has the meaning set forth in the Preliminary Statement
hereto.


                                      -42-
<PAGE>

               "MSMC Loans" means, collectively, those Mortgage Loans sold to
the Depositor pursuant to the Mortgage Loan Purchase Agreement IV and shown on
Schedule IV hereto.

               "Net Aggregate Prepayment Interest Shortfall" means for any
Distribution Date, with respect to all Mortgage Loans which are not Specially
Serviced Mortgage Loans, the excess, if any, of aggregate Prepayment Interest
Shortfalls for such Mortgage Loans over the sum of (A) the Compensating Interest
to be paid by the Master Servicer on such Distribution Date and (B) the
aggregate Prepayment Interest Excesses for such Collection Period for all
Mortgage Loans which are not Specially Serviced Mortgage Loans.

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

               "Nondisqualification Opinion" means a written Opinion of Counsel
to the effect that a contemplated action (i) will neither cause any REMIC Pool
to fail to qualify as a REMIC at any time that any Certificates are outstanding
nor cause a "prohibited transaction," "prohibited contribution" or any other tax
(other than a tax on "net income from foreclosure property" permitted to be
incurred under this Agreement) to be imposed on any REMIC Pool or the Trust and
(ii) will not cause the Class P Grantor Trust to fail to qualify as a grantor
trust.

               "Noneconomic Residual Interest" means a residual interest that is
a "noneconomic residual interest" within the meaning of Treasury Regulation
Section 1.860E-1(c).

               "Non-Investment Grade Certificates" means each Class of
Certificates that, at the time of transfer, is not rated in one of the four
highest generic rating categories by at least one of the Rating Agencies.

               "Nonrecoverable Advance" means any of the following: (i) any Pari
Passu Loan Nonrecoverable Advance (including interest accrued thereon at the
Advance Rate) and (ii) the portion of any Advance (including interest accrued
thereon at the Advance Rate) or Unliquidated Advance (not including interest
thereon) previously made (and, in the case of an Unliquidated Advance, not
previously reimbursed to the Trust) or proposed to be made by the Master
Servicer, the Special Servicer or the Trustee, that, in its respective sole
discretion, exercised in good faith and, with respect to the Master Servicer and
the Special Servicer, taking into account the Servicing Standard, will not be
or, in the case of a current delinquency, would not be, ultimately recoverable,
from Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds or Purchase
Proceeds (or from any other collections) with respect to the related Mortgage
Loan or Serviced Companion Mortgage Loan (and taking into consideration any
Crossed Mortgage Loans) (in the case of Servicing Advances) or B Note (in the
case of Servicing Advances) or REO Property (in the case of P&I Advances and
Servicing Advances), as evidenced by an Officer's Certificate delivered pursuant
to Section 4.4. Such Officer's Certificate shall be delivered to the Trustee
(upon which the Trustee may conclusively rely) or to the Depositor (if the
Trustee is delivering such Officer's Certificate) and (in either case) to the
Special Servicer and the Paying Agent in the time periods as specified in
Section 4.4 and shall include the information and reports set forth in Section
4.4. Absent bad faith, the Master Servicer's determination as to the
nonrecoverability of any Advance shall be conclusive and binding on the
Certificateholders and, in the case of any B Note or Serviced Companion Mortgage
Loan, the

                                       -43-
<PAGE>

holder of such B Note or Serviced Companion Mortgage Loan, as applicable, and
may, in all cases, be relied on by the Trustee; provided, however, that the
Special Servicer may, at its option, make a determination in accordance with the
Servicing Standard that any P&I Advance or Servicing Advance, if made, would be
a Nonrecoverable Advance and shall deliver to the Master Servicer and the
Trustee notice of such determination. Absent bad faith, any such determination
shall be conclusive and binding on the Certificateholders, the Master Servicer
and the Trustee. Absent bad faith, and pursuant to Section 4.1A of this
Agreement, any determination as to the nonrecoverability of any advance made
with respect to any Non-Serviced Mortgage Loan by the Master Servicer or any
Other Master Servicer shall be conclusive and binding on the Certificateholders
and may, in all cases, be relied on by the Trustee and the Master Servicer. In
making any nonrecoverability determination as set forth above, the relevant
party shall be entitled (i) to consider (among other things) the obligations of
the Mortgagor under the terms of the Mortgage Loan as it may have been modified,
(ii) to consider (among other things) the related Mortgaged Properties in their
"as is" then-current conditions and occupancies and such party's assumptions
(consistent with the Servicing Standard in the case of the Master Servicer or
the Special Servicer) regarding the possibility and effects of future adverse
change with respect to such Mortgaged Properties, (iii) to estimate and
consider, consistent with the Servicing Standard in the case of the Master
Servicer or the Special Servicer (among other things), future expenses and (iv)
to estimate and consider, consistent with the Servicing Standard (among other
things), the timing of recovery to such party. In addition, the relevant party
may, consistent with the Servicing Standard in the case of the Master Servicer
or the Special Servicer, update or change its nonrecoverability determinations
at any time in accordance with the terms hereof and may, consistent with the
Servicing Standard in the case of the Master Servicer or the Special Servicer,
obtain from the Special Servicer any analysis, appraisals or other information
in the possession of the Special Servicer for such purposes.

               "Non-Registered Certificate" means unless and until registered
under the Securities Act, any Class X-1, Class X-2, Class B, Class C, Class D,
Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O, Class P or Residual Certificate.

               "Non-Serviced Companion Mortgage Loan" means a loan not included
in the Trust that is generally payable on a pari passu basis with the related
Non-Serviced Mortgage Loan. There are no Non-Serviced Companion Mortgage Loans
related to the Trust.

               "Non-Serviced Mortgage Loan" means a Mortgage Loan included in
the Trust but serviced under another agreement. There are no Non-Serviced
Mortgage Loans in the Trust.

                "Non-Serviced Mortgage Loan Fiscal Agent" means the applicable
"fiscal agent" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

               "Non-Serviced Mortgage Loan Intercreditor Agreement" means, the
applicable intercreditor agreement with respect to a Non-Serviced Mortgage Loan.

               "Non-Serviced Mortgage Loan Master Servicer" means the applicable
"master servicer" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

                "Non-Serviced Mortgage Loan Mortgage" means the mortgage securing
a Non-Serviced Mortgage Loan.

                                      -44-
<PAGE>

               "Non-Serviced Mortgage Loan Paying Agent" means the applicable
"paying agent" under the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement.

               "Non-Serviced Mortgage Loan Pooling and Servicing Agreement"
means a pooling and servicing agreement under which a Non-Serviced Mortgage Loan
is serviced.

                "Non-Serviced Mortgage Loan Special Servicer" means the
applicable "special servicer" under the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement.

               "Non-Serviced Mortgage Loan Trustee" means the applicable
"trustee" under the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement.

                "Notional Amount" means, as of any date of determination: (i)
with respect to all of the Class X-1 Certificates as a Class, the Class X-1
Notional Amount as of such date of determination; (ii) with respect to any Class
X-1 Certificate, the product of the Percentage Interest evidenced by such
Certificate and the Class X-1 Notional Amount as of such date of determination;
(iii) with respect to all of the Class X-2 Certificates as a Class, the Class
X-2 Notional Amount as of such date of determination and (iv) with respect to
any Class X-2 Certificate, the product of the Percentage Interest evidenced by
such Certificate and the Class X-2 Notional Amount as of such date of
determination.

               "Officer's Certificate" means (u) in the case of the Depositor, a
certificate signed by one or more of the Chairman of the Board, any Vice
Chairman, the President, or any Senior Vice President, Vice President or
Assistant Vice President, and by one or more of the Treasurer, any Assistant
Treasurer, the Secretary or any Assistant Secretary of the Depositor, (v) in the
case of the Master Servicer and the Special Servicer, any of the officers
referred to above or an employee thereof designated as a Servicing Officer or
Special Servicing Officer pursuant to this Agreement, (w) in the case of the
Trustee, a certificate signed by a Responsible Officer, (x) in the case of a
Seller, a certificate signed by one or more of the Chairman of the Board, any
Vice Chairman, any Managing Director or Director, the President, or any
Executive Vice President, any Senior Vice President, Vice President, Second Vice
President or Assistant Vice President, (y) in the case of the Paying Agent, a
certificate signed by a Responsible Officer, each with specific responsibilities
for the matters contemplated by this Agreement; and (z) in the case of any other
Additional Servicer, a certificate signed by one or more of the Chairman of the
Board, any Vice Chairman, the President, or any Senior Vice President, Vice
President or Assistant Vice President or an employee thereof designated as a
Servicing Officer.

               "Operating Adviser" shall mean the Person elected to serve as the
Operating Adviser pursuant to Section 9.37(a); provided, that, with respect to
an A/B Mortgage Loan, a holder of the related B Note, will, to the extent set
forth in the related Intercreditor Agreement, instead be entitled to the rights
and powers granted to the Operating Adviser (other than, except as provided
herein, any right to replace the Special Servicer or appoint a successor special
servicer, or the ability to direct or restrict foreclosure in violation of the
Servicing Standard, with respect to the related A/B Mortgage Loan) to the extent
such rights and powers relate to the related A/B Mortgage Loan (but only so long
as the holder of the related B Note is the directing holder or controlling
holder, as defined in the related Intercreditor Agreement). The initial
Operating Adviser will be ARCap REIT, Inc.

                                      -45-
<PAGE>

               "Opinion of Counsel" means a written opinion of counsel addressed
to the Trustee and the Paying Agent, reasonably acceptable in form and substance
to the Trustee and the Paying Agent, and who is not in-house counsel to the
party required to deliver such opinion but who, in the good faith judgment of
the Trustee and the Paying Agent, is Independent outside counsel knowledgeable
of the issues occurring in the practice of securitization with respect to any
such opinion of counsel concerning the taxation, or status as a REMIC for tax
purposes, of any REMIC Pool or status as a "grantor trust" under the Code of the
Class P Grantor Trust.

               "Option Purchase Price" has the meaning set forth in Section
9.36(b) hereof.

               "Other Advance Report Date" means with respect to a Non-Serviced
Companion Mortgage Loan or a Serviced Companion Mortgage Loan, as applicable,
which has been deposited into a commercial mortgage securitization trust, the
date under the related Other Companion Loan Pooling and Servicing Agreement that
the related Other Master Servicer is required (pursuant to the terms thereof) to
make a determination as to whether it will make a P&I Advance as required under
such Other Companion Loan Pooling and Servicing Agreement.

               "Other Companion Loan Pooling and Servicing Agreement" means a
pooling and servicing agreement relating to a Non-Serviced Companion Mortgage
Loan or a Serviced Companion Mortgage Loan that creates a commercial mortgage
securitization trust, as applicable.

               "Other Master Servicer" means the applicable other "master
servicer" under an Other Companion Loan Pooling and Servicing Agreement relating
to a Non-Serviced Companion Mortgage Loan or a Serviced Companion Mortgage Loan,
as applicable.

               "Other Operating Adviser" has the meaning set forth in Section
9.4(d) hereof.

               "Other Pooling and Servicing Agreement" has the meaning set forth
in Section 9.4(d) hereof.

               "Other Securitization" has the meaning set forth in Section
9.4(d) hereof.

               "Other Special Servicer" has the meaning set forth in Section
9.4(d) hereof.

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

               "P&I Advance" shall mean (other than with respect to a Serviced
Companion Mortgage Loan or a B Note) (i) with respect to any Mortgage Loan or
Specially Serviced Mortgage Loan as to which all or a portion of the Scheduled
Payment (other than a Balloon Payment) due during the related Collection Period
was not received by the Master Servicer as of the related Determination Date
(subject to Section 5.1(h)), the portion of such Scheduled Payment not received;
(ii) with respect to any Mortgage Loan that is a Balloon Mortgage Loan
(including any REO Property as to which the related Mortgage Loan provided for a
Balloon Payment) as to which a Balloon Payment was due during or prior to the
related Collection Period but was delinquent, in whole or in part, as of the
related Determination Date, an amount equal to the excess, if any, of the
Assumed Scheduled Payment for such Balloon Mortgage Loan for the

                                      -46-
<PAGE>

related Collection Period, over any Late Collections received in respect of such
Balloon Payment during such Collection Period; and (iii) with respect to each
REO Property, an amount equal to the excess, if any, of the Assumed Scheduled
Payment for the Mortgage Loan related to such REO Property during the related
Collection Period, over remittances of REO Income to the Master Servicer by the
Special Servicer, reduced by any amounts required to be paid as taxes on such
REO Income (including taxes imposed pursuant to Section 860G(c) of the Code);
provided, however, that the interest portion of any Scheduled Payment or Assumed
Scheduled Payment shall be advanced at a per annum rate equal to the sum of the
REMIC I Net Mortgage Rate relating to such Mortgage Loan or such REO Mortgage
Loan and the Trustee Fee Rate, such that the Scheduled Payment or Assumed
Scheduled Payment to be advanced as a P&I Advance shall be net of the Master
Servicing Fee, the Excess Servicing Fee and the Primary Servicing Fee; and
provided, further, that the Scheduled Payment or Assumed Scheduled Payment for
any Mortgage Loan which has been modified shall be calculated based on its terms
as modified and provided, further, that the interest component of any P&I
Advance with respect to a Mortgage Loan as to which there has been an Appraisal
Reduction shall be an amount equal to the product of (i) the amount of interest
required to be advanced without giving effect to this proviso and (ii) a
fraction, the numerator of which is the Principal Balance of such Mortgage Loan
as of the immediately preceding Determination Date less any Appraisal Reduction
applicable to such Mortgage Loan (or, in the case of a Non-Serviced Mortgage
Loan or a Serviced Pari Passu Mortgage Loan, the portion of such Appraisal
Reduction allocable (based upon their respective Principal Balances) to such
Non-Serviced Mortgage Loan or Serviced Pari Passu Mortgage Loan under the
related Intercreditor Agreement or the related Loan Pair Intercreditor
Agreement, or in the case of an A/B Mortgage Loan, the portion of such Appraisal
Reduction allocable to the A Note pursuant to the definition of "Appraisal
Reduction") and the denominator of which is the Principal Balance of such
Mortgage Loan as of such Determination Date. All P&I Advances for any Mortgage
Loans that have been modified shall be calculated on the basis of their terms as
modified.

               "P&I Advance Amount" means, with respect to any Mortgage Loan or
any REO Property, the amount of the P&I Advance for each Mortgage Loan computed
for any Distribution Date.

               "Pari Passu Loan Nonrecoverable Advance" means any
"Nonrecoverable Servicing Advance" (as defined in the related Non-Serviced
Mortgage Loan Pooling and Servicing Agreement) made with respect to any
Non-Serviced Mortgage Loan pursuant to and in accordance with the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement; provided that if the
applicable Non-Serviced Mortgage Loan Master Servicer shall have made a
"Servicing Advance" (as defined in the related Non-Serviced Mortgage Loan
Pooling and Servicing Agreement) in the nature of an expenditure benefiting the
related Mortgaged Property generally, the portion thereof attributable to any
Non-Serviced Mortgage Loan shall be determined based on the outstanding balances
of such Non-Serviced Mortgage Loan and all the related pari passu loans secured
by such Non-Serviced Mortgage Loan Mortgage on a pari passu basis on the date
such advance was made.

               "Pari Passu Loan Servicing Fee Rate" means the "Master Servicing
Fee Rate" (as defined in the related Non-Serviced Mortgage Loan Pooling and
Servicing Agreement) and any other servicing fee rate (other than those payable
to the applicable Non-Serviced Mortgage Loan Special Servicer) applicable to any
Non-Serviced Mortgage Loan; provided, however, that

                                       -47-
<PAGE>

the Pari Passu Loan Servicing Fee Rate for purposes of any Non-Serviced Mortgage
Loan set forth on Schedule XII as to which such fee is calculated on a 30/360
basis shall be (a) the related "Master Servicing Fee Rate" set forth in the
Non-Serviced Mortgage Loan Pooling and Servicing Agreement, multiplied by (b) 30
divided by the actual number of days in the loan accrual period with respect to
such loan.

               "Participant" means a broker, dealer, bank, other financial
institution or other Person for whom the Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing Agency.

               "Pass-Through Rate" or "Pass-Through Rates" means with respect to
any Class of REMIC I Regular Interests, REMIC II Regular Interests or REMIC
Regular Certificates, other than the Class X-1, Class X-2, Class G and Class H
Certificates, for the first Distribution Date, the rate set forth in the
Preliminary Statement hereto. For any Distribution Date occurring thereafter
(and with respect to the Class X-1, Class X-2, Class G and Class H Certificates,
for each Distribution Date), the Pass-Through Rates for (i) the REMIC I Regular
Interests shall equal the REMIC I Net Mortgage Rate on the related Mortgage Loan
for such Distribution Date, (ii) the REMIC II Regular Interests shall equal the
Weighted Average REMIC I Net Mortgage Rate for such Distribution Date, (iii) the
Class A-1, Class A-2, Class A-3, Class A-AB and Class A-4 Certificates, the
fixed rate corresponding to such Class set forth in the Preliminary Statement
hereto, (iv) the Class A-M Certificates shall equal the lesser of (A) 5.568% per
annum and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (v) the Class A-J Certificates shall equal the lesser of (A)
5.598% per annum and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (vi) the Class B Certificates shall equal the lesser of (A)
5.657% per annum and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (vii) the Class C Certificates shall equal the lesser of (A)
5.687% per annum and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (viii) the Class D Certificates shall equal the lesser of (A)
5.756% per annum and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (ix) the Class E Certificates shall equal the lesser of (A)
5.811% per annum and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (x) the Class F Certificates shall equal the lesser of (A)
5.940% per annum and (B) the Weighted Average REMIC I Net Mortgage Rate for such
Distribution Date, (xi) the Class G Certificates shall equal the the Weighted
Average REMIC I Net Mortgage Rate for such Distribution Date less 0.073%, (xii)
the Class H Certificates shall equal the the Weighted Average REMIC I Net
Mortgage Rate corresponding to such Class for such Distribution Date, (xiii) the
Class J, Class K, Class L, Class M, Class N, Class O and Class P Certificates
shall equal the lesser of (A) 5.262% per annum and (B) the Weighted Average
REMIC I Net Mortgage Rate for such Distribution Date, (xiv) the Class X-1
Certificates shall equal the per annum rate equal to the weighted average of the
Class X-1 Strip Rates for the respective Class X-1 Components for such
Distribution Date (weighted on the basis of the respective Component Notional
Amounts of such Components outstanding immediately prior to such Distribution
Date), and (xv) the Class X-2 Certificates shall equal the per annum rate equal
to the weighted average of the Class X-2 Strip Rates for the respective Class
X-2 Components for such Distribution Date (weighted on the basis of the
respective Component Notional Amount of such Components outstanding immediately
prior to such Distribution Date).

               "Paying Agent" means Wells Fargo Bank, National Association and
any successor or assign, as provided herein. The Luxembourg Paying Agent shall
not be the Paying
                                      -48-
<PAGE>

Agent and the duties of the Luxembourg Paying Agent shall be distinct from the
duties of the Paying Agent.

               "Paying Agent Fee" means the portion of the Trustee Fee payable
to the Paying Agent in an amount agreed to between the Trustee and the Paying
Agent.

               "PCAOB" means the Public Company Accounting Oversight Board.

               "Percentage Interest" means with respect to each Class of
Certificates other than the Residual Certificates, the fraction of such Class
evidenced by such Certificate, expressed as a percentage (carried to four
decimal places and rounded, if necessary), the numerator of which is the
Certificate Balance or Notional Amount, as applicable, represented by such
Certificate determined as of the Closing Date (as stated on the face of such
Certificate) and the denominator of which is the Aggregate Certificate Balance
or Notional Amount, as applicable, of all of the Certificates of such Class
determined as of the Closing Date. With respect to each Residual Certificate,
the percentage interest in distributions (if any) to be made with respect to the
relevant Class, as stated on the face of such Certificate.

               "Performing Party" has the meaning set forth in Section 13.12.

               "Permitted Transferee" means any Transferee other than a
Disqualified Organization.

               "Person" means 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.

               "Phase I Environmental Report" means a report by an Independent
Person who regularly conducts environmental site assessments in accordance with
then current standards imposed by institutional commercial mortgage lenders and
who has a reasonable amount of experience conducting such assessments.

               "Placement Agent" means Bear, Stearns & Co. Inc. and Morgan
Stanley & Co. Incorporated or its respective successor in interest.

               "Plan" has the meaning set forth in Section 3.3(d).

               "Planned Principal Balance" means for any Distribution Date, the
balance shown for such Distribution Date on Schedule XIII.

               "Plan Asset Regulations" means the Department of Labor
regulations set forth in 29 C.F.R. ss. 2510.3-101.

               "Preliminary Prospectus Supplement" has the meaning set forth in
the Preliminary Statement hereto.

                "Prepayment Interest Excess" means for any Distribution Date and
the related Collection Period, during which a full or partial Principal
Prepayment (including payment of a Balloon Payment other than in connection with
the foreclosure or liquidation of a Mortgage

                                      -49-
<PAGE>

Loan) is made after the Due Date for such Mortgage Loan through and including
the last day of the Collection Period, the amount of interest that accrues on
the amount of such Principal Prepayment from such Due Date to the date such
payment was made, plus (if made) any payment by the Mortgagor of interest that
would have accrued to the next succeeding Due Date (net of the Master Servicing
Fee, the Primary Servicing Fee, the Excess Servicing Fees, the Special Servicing
Fee, the Trustee Fee and the servicing fee and trustee fee payable in connection
with any Non-Serviced Mortgage Loan (in the case of any Non-Serviced Mortgage
Loan), to the extent collected.

               "Prepayment Interest Shortfall" means, with respect to any
Distribution Date, a shortfall in the collection of a full month's interest on
any Mortgage Loan, by reason of a full or partial Principal Prepayment
(including payment of a Balloon Payment other than in connection with the
foreclosure or liquidation of a Mortgage Loan) made during any Collection Period
prior to the Due Date for such Mortgage Loan in such Collection Period
(including any shortfall resulting from such a payment during the grace period
relating to such Due Date). The amount of any Prepayment Interest Shortfall
shall equal the excess of (A) the aggregate amount of interest which would have
accrued on the Scheduled Principal Balance of such Mortgage Loan if the Mortgage
Loan had paid on its Due Date and such Principal Prepayment or Balloon Payment
had not been made (net of the Master Servicing Fee, the Primary Servicing Fee,
the Excess Servicing Fees, the Special Servicing Fee, the Trustee Fee and the
servicing fee payable in connection with any Non-Serviced Mortgage Loan (in the
case of any Non-Serviced Mortgage Loan)) over (B) the aggregate interest that
did so accrue through the date such payment was made (net of such fees).

               "Prepayment Premium" means, with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note for any Distribution Date, the
prepayment premiums, yield maintenance charges or percentage premiums, if any,
received during the related Collection Period in connection with Principal
Prepayments on such Mortgage Loan, Serviced Companion Mortgage Loan or B Note.

               "Primary Collateral" means the portion of the Mortgaged Property
securing the Repurchased Loan or Crossed Mortgage Loan, as applicable, that is
encumbered by a first mortgage lien.

                "Primary Servicer" means Principal Global Investors, LLC and its
permitted successors and assigns.

               "Primary Servicing Agreement" means the agreement between the
Primary Servicer and the Master Servicer, dated as of October 1, 2006, a form of
which is attached hereto as Exhibit G-1, under which the Primary Servicer
services the Mortgage Loans set forth on the schedule attached thereto.

               "Primary Servicing Fee" means, for each calendar month, as to
each Mortgage Loan, the applicable Primary Servicing Fee Rate multiplied by the
Scheduled Principal Balance of such Mortgage Loan immediately before the Due
Date occurring in such month, but prorated for the number of days during the
calendar month for such Mortgage Loan for which interest actually accrues on
such Mortgage Loan and payable only from collections on such Mortgage Loan.


                                      -50-
<PAGE>

               "Primary Servicing Fee Rate" means, the monthly fee payable to
the Primary Servicer (or the Master Servicer, as applicable) based on the per
annum rate specified on the Mortgage Loan Schedule, as more specifically
described, in the case of the Primary Servicer, in the Primary Servicing
Agreement (determined in the same manner (other than the rate of accrual) as the
applicable Mortgage Rate is determined for such Mortgage Loan for such month).

               "Principal II" has the meaning set forth in the Preliminary
Statement hereto.

               "Principal Balance" means, with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan, B Note or REO Mortgage Loan, for purposes of
performing calculations with respect to any Distribution Date, the principal
balance of such Mortgage Loan, Serviced Companion Mortgage Loan, B Note or the
related REO Mortgage Loan outstanding as of the Cut-Off Date after taking into
account all principal and interest payments made or due on or prior to the
Cut-Off Date (assuming, for any Mortgage Loan, Serviced Companion Mortgage Loan
or B Note with a Due Date in October 2006 that is not October 1, 2006, that
principal and interest payments for such month were paid on October 1, 2006),
reduced (to not less than zero) by (i) any payments or other collections of
amounts allocable to principal with respect to such Mortgage Loan, Serviced
Companion Mortgage Loan, B Note or any related REO Mortgage Loan that have been
collected or received during any preceding Collection Period, other than any
Scheduled Payments due in any subsequent Collection Period, and (ii) any
Realized Principal Loss incurred in respect of such Mortgage Loan or related REO
Mortgage Loan during any related Collection Period.

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

               "Principal Distribution Amount" means, on any Distribution Date,
the amount equal to the excess, if any, of

               (I)   the sum of:

               (A) the following (without duplication):

                    (i) the principal portion of all Scheduled Payments (other
               than the principal portion of Balloon Payments) and any Assumed
               Scheduled Payments, in each case, to the extent received or
               advanced, as the case may be, in respect of the Mortgage Loans
               and any REO Mortgage Loans (but not in respect of any Serviced
               Companion Mortgage Loan or B Note or its successor REO Mortgage
               Loan) for their respective Due Dates occurring during the related
               Collection Period; plus

                    (ii) all payments (including Principal Prepayments and the
               principal portion of Balloon Payments but not in respect of any
               Serviced Companion Mortgage Loan or B Note or its respective
               successor REO Mortgage Loan) and any other collections (including
               Liquidation Proceeds (other than the portion thereof, if any,
               constituting Excess Liquidation Proceeds), Condemnation



                                      -51
<PAGE>

               Proceeds, Insurance Proceeds, Purchase Proceeds and REO Income)
               received on or in respect of the Mortgage Loans during the
               related Collection Period and that were identified and applied by
               the Master Servicer as recoveries of principal thereof in
               accordance with this Agreement;

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

               (C) the aggregate amount of any collections received on or in
respect of the Mortgage Loans during the related Collection Period that, in each
case, represents a recovery of an amount previously determined (in a Collection
Period for a prior Distribution Date) to have been a Nonrecoverable Advance (or
interest thereon) and for which a deduction was made under clause (II)(B) below
with respect to a prior Distribution Date, and which are applied pursuant to
Section 6.6(c)(i); over

               (II) the sum of:

               (A) the aggregate amount of Workout-Delayed Reimbursement Amounts
(and Advance Interest thereon) that was reimbursed or paid during the related
Collection Period to one or more of the Master Servicer, the Special Servicer
and the Trustee from amounts in the Collection Account allocable to principal
received or advanced with respect to the Mortgage Loans pursuant to subsection
(iii) of Section 5.2(a)(II); and

                (B) the aggregate amount of Nonrecoverable Advances (and Advance
Interest thereon) that was reimbursed or paid during the related Collection
Period to one or more of the Master Servicer, the Special Servicer and the
Trustee during the related Collection Period from amounts in the Collection
Account allocable to principal received or advanced with respect to the Mortgage
Loans pursuant to subsection (iv) of Section 5.2(a)(II).

               "Principal II Loans" means, collectively, those Mortgage Loans
sold to the Depositor pursuant to the Mortgage Loan Purchase Agreement III and
shown on Schedule III hereto.

               "Principal Prepayment" means any voluntary or involuntary payment
or collection of principal on a Mortgage Loan, a Serviced Companion Mortgage
Loan or a B Note which is received or recovered in advance of its scheduled Due
Date and applied to reduce the Principal Balance of the Mortgage Loan, Serviced
Companion Mortgage Loan or B Note in advance of its scheduled Due Date,
including, without limitation, all proceeds, to the extent allocable to
principal, received from the payment of cash in connection with a substitution
shortfall pursuant to Section 2.3; provided, that the pledge by a Mortgagor of
Defeasance Collateral with respect to a Defeasance Loan shall not be deemed to
be a Principal Prepayment.

               "Private Placement Memorandum" means the Private Placement
Memorandum dated October 18, 2006 pursuant to which the Class X-1, Class X-2,
Class B, Class C, Class D,

                                       -52-
<PAGE>

Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N,
Class O and Class P will be offered for sale.

               "Prohibited Party" means (i) a Person that is a proposed
Servicing Function Participant that the Master Servicer, any Primary Servicer,
the Paying Agent, the Special Servicer or the Trustee, as applicable, seeks to
retain as a Servicing Function Participant and that the Master Servicer, any
Primary Servicer, the Paying Agent, the Special Servicer or the Trustee, as
applicable, has actual knowledge failed on any prior date to comply with its
Exchange Act or Regulation AB obligations with respect to the Trust or any other
commercial mortgage securitization or (ii) any Person identified in writing
(delivered prior to the date of retention) by the Depositor to the Master
Servicer, any Primary Servicer, the Paying Agent, the Special Servicer or the
Trustee, as applicable, as a Person that the Depositor has knowledge has failed
on any prior date to comply with its Exchange Act or Regulation AB obligations
with respect to the Trust or any other commercial mortgage securitization.

               "Prospectus" has the meaning set forth in the Preliminary
Statement hereto.

                "Prospectus Supplement" has the meaning set forth in the
Preliminary Statement hereto.

               "Purchase Price" means, with respect to the purchase by the
Seller or liquidation by the Special Servicer of (i) a Mortgage Loan or an REO
Mortgage Loan pursuant to Article II of this Agreement, (ii) an REO Mortgage
Loan pursuant to Section 9.15 or (iii) a Mortgage Loan pursuant to Section 9.36
under the circumstances described therein, a price equal to the sum (without
duplication) of (A) 100% of the unpaid Principal Balance of such Mortgage Loan
(or deemed Principal Balance, in the case of an REO Mortgage Loan), plus (B)
accrued but unpaid interest thereon calculated at the Mortgage Rate to, but not
including, the Due Date in the Collection Period in which such purchase or
liquidation occurs, plus (C) the amount of any expenses related to such Mortgage
Loan and any related Serviced Companion Mortgage Loan, B Note or REO Property
(including any Servicing Advances and Advance Interest thereon (which have not
been paid by the Mortgagor or out of Late Fees or default interest paid by the
related Mortgagor on the related Mortgage Loan and any related Serviced
Companion Mortgage Loan or B Note) related to such Mortgage Loan and any related
Serviced Companion Mortgage Loan or B Note, the amount of any Servicing Advances
(and Advance Interest thereon) that were reimbursed from principal collections
on the Mortgage Loans pursuant to Section 5.2(a)(II)(iii) and not subsequently
recovered from the related Mortgagor, and all Special Servicing Fees and
Liquidation Fees paid with respect to the Mortgage Loan and any related Serviced
Companion Mortgage Loan or B Note) that are reimbursable or payable to the
Master Servicer, the Special Servicer, the Paying Agent, the Trustee, any
Non-Serviced Mortgage Loan Master Servicer or any Non-Serviced Mortgage Loan
Special Servicer, plus (D) if such Mortgage Loan or REO Mortgage Loan is being
repurchased or substituted for by a Seller pursuant to the related Mortgage Loan
Purchase Agreement, all expenses reasonably incurred or to be incurred by the
Primary Servicer, the Master Servicer, the Special Servicer, the Depositor, the
Paying Agent or the Trustee in respect of the Material Breach or Material
Document Defect giving rise to the repurchase or substitution obligation (and
that are not otherwise included in (C) above).

               "Purchase Proceeds" means any cash amounts received by the Master
Servicer in connection with: (i) the repurchase of a Mortgage Loan or an REO
Mortgage Loan by a Seller

                                      -53-
<PAGE>

pursuant to Section 2.3 or (ii) the purchase of the Mortgage Loans and REO
Properties by the Depositor, the Master Servicer, the Special Servicer or the
holders of the Class R-I Certificates pursuant to Section 10.1(b).

               "Qualified Bidder" means as used in section 8.29(c), a Person
qualified to act as successor Master Servicer hereunder pursuant to Section
8.22(b) (including the requirement set forth in Section 8.22(b) that Rating
Agency Confirmation shall have been obtained from each Rating Agency with
respect to such Person).

               "Qualified Institutional Buyer" means a qualified institutional
buyer qualifying pursuant to Rule 144A.

               "Qualified Insurer" means, (i) with respect to any Mortgage Loan,
Serviced Companion Mortgage Loan or B Note, an insurance company duly qualified
as such under the laws of the state in which the related Mortgaged Property is
located, duly authorized and licensed in such state to transact the applicable
insurance business and to write the insurance, but in no event rated lower than
"A" by Fitch or if not so rated, then Fitch has issued a Rating Agency
Confirmation and "A2" by Moody's if rated by Moody's or if not rated by Moody's,
then Moody's has issued a Rating Agency Confirmation, and (ii) with respect to
the Servicer Errors and Omissions Insurance Policy or Servicer Fidelity Bond an
insurance company that has a claim paying ability no lower than "A" by Fitch if
rated by Fitch, or if not rated by Fitch, then rated A:IX by A.M. Best or as to
which Fitch has issued a Rating Agency Confirmation, and "A2" by Moody's if
rated by Moody's or if not rated by Moody's, then Moody's has issued a Rating
Agency Confirmation, or (iii) in either case, a company not satisfying clause
(i) or (ii) but with respect to which a Rating Agency Confirmation is obtained.
"Qualified Insurer" shall also mean any entity that satisfies all of the
criteria, other than the ratings criteria, set forth in one of the foregoing
clauses and whose obligations under the related insurance policy are guaranteed
or backed by an entity that satisfies the ratings criteria set forth in such
clause (construed as if such entity were an insurance company referred to
therein).

               "Qualifying Substitute Mortgage Loan" means, in the case of a
Mortgage Loan substituted for a Deleted Mortgage Loan, a Mortgage Loan which, on
the date of substitution, (i) has an outstanding principal balance, after
deduction of the principal portion of the Scheduled Payment due in the month of
substitution, not in excess of the Principal Balance of the Deleted Mortgage
Loan; provided, however, that, to the extent that the principal balance of such
Mortgage Loan is less than the Principal Balance of the Deleted Mortgage Loan,
then such differential in principal amount, together with interest thereon at
the Mortgage Rate on the related Mortgage Loan from the date as to which
interest was last paid through the last day of the month in which such
substitution occurs, shall be paid by the party effecting such substitution to
the Master Servicer for deposit into the Certificate Account, and shall be
treated as a Principal Prepayment hereunder; (ii) is accruing interest at a rate
of interest at least equal to that of the Deleted Mortgage Loan; (iii) has a
remaining term to stated maturity not greater than, and not more than two years
less than, that of the Deleted Mortgage Loan; (iv) has an original Loan-to-Value
Ratio not higher than that of the Deleted Mortgage Loan and a current
Loan-to-Value Ratio (equal to the outstanding principal balance on the date of
substitution divided by its current Appraised Value) not higher than the current
Loan-to-Value Ratio of the Deleted Mortgage Loan and has a current Debt Service
Coverage Ratio equal to or greater than the current Debt Service Coverage Ratio
of the Deleted Mortgage Loan; (v) will comply with all of the representations

                                      -54-
<PAGE>

and warranties relating to Mortgage Loans set forth herein, as of the date of
substitution; (vi) has a Phase I Environmental Report relating to the related
Mortgaged Property in its Mortgage Files and such Phase I Environmental Report
does not, in the good faith reasonable judgment of the Special Servicer,
consistent with the Servicing Standard, raise material issues that have not been
adequately addressed; (vii) has an engineering report relating to the related
Mortgaged Property in its Mortgage Files and such engineering report does not,
in the good faith reasonable judgment of the Special Servicer, consistent with
the Servicing Standard raise material issues that have not been adequately
addressed; and (viii) as to which the Trustee and the Paying Agent have received
an Opinion of Counsel, at the related Seller's expense, that such Mortgage Loan
is a "qualified replacement mortgage" within the meaning of Section 860G(a)(4)
of the Code; provided that no Mortgage Loan may have a Maturity Date after the
date three years prior to the Rated Final Distribution Date, and provided,
further, that no such Mortgage Loan shall be substituted for a Deleted Mortgage
Loan unless Rating Agency Confirmation is obtained, and provided, further that
no such Mortgage Loan shall be substituted for a Deleted Mortgage Loan unless
the Operating Adviser shall have approved of such substitution (provided,
however, that such approval of the Operating Adviser may not be unreasonably
withheld). In the event that either one mortgage loan is substituted for more
than one Deleted Mortgage Loan or more than one mortgage loan is substituted for
one or more Deleted Mortgage Loans, then (A) the Principal Balance referred to
in clause (i) above shall be determined on the basis of aggregate Principal
Balances and (B) the rates referred to in clause (ii) above and the remaining
term to stated maturity referred to in clause (iii) above shall be determined on
a weighted average basis (provided, that the REMIC I Net Mortgage Rate for any
Qualifying Substitute Mortgage Loan may not be less than the highest
Pass-Through Rate of any outstanding Class of Certificates that is not based on,
or subject to a cap equal to, the Weighted Average REMIC I Net Mortgage Rate).
Whenever a Qualifying Substitute Mortgage Loan is substituted for a Deleted
Mortgage Loan pursuant to this Agreement, the party effecting such substitution
shall certify that such Mortgage Loan meets all of the requirements of this
definition and shall send such certification to the Paying Agent, which shall
deliver a copy of such certification to the Special Servicer, the Trustee and
the Operating Adviser promptly, and in any event within five Business Days
following the Paying Agent's receipt of such certification.

               "Rated Final Distribution Date" means with respect to each rated
Class of Certificates, the Distribution Date in October 2041.

               "Rating Agencies" means Fitch and Moody's.

               "Rating Agency Confirmation" means, with respect to any matter,
confirmation in writing by each Rating Agency (or such Rating Agency as is
specified herein) that a proposed action, failure to act, or other event
specified herein will not in and of itself result in the withdrawal, downgrade,
or qualification, as applicable, of the then-current rating assigned by such
Rating Agency to any Class of Certificates then rated by such Rating Agency,
provided that with respect to any matter affecting any Serviced Companion
Mortgage Loan, such confirmation shall also refer to the nationally recognized
statistical rating organizations then rating the securities representing an
interest in such loan and such rating organizations' respective ratings of such
securities.

               "Realized Interest Loss" means, with respect to each Mortgage
Loan, (i) in the case of a Liquidation Realized Loss, the portion of any
Liquidation Realized Loss that exceeds


                                      -55-
<PAGE>

the Realized Principal Loss on the related Mortgage Loan, (ii) in the case of a
Bankruptcy Loss, the portion of such Realized Loss attributable to accrued
interest on the related Mortgage Loan, (iii) in the case of an Expense Loss, an
Expense Loss resulting in any period from the payment of the Special Servicing
Fee and any Expense Losses treated as Realized Interest Losses pursuant to
clause (iv) of the definition of "Realized Principal Loss" or (iv) in the case
of a Modification Loss, a Modification Loss described in clause (iii) of the
definition thereof.

               "Realized Loss" means a Liquidation Realized Loss, a Modification
Loss, a Bankruptcy Loss or an Expense Loss with respect to a Mortgage Loan.

               "Realized Principal Loss" means, with respect to each Mortgage
Loan, (i) in the case of a Liquidation Realized Loss, the amount of such
Liquidation Realized Loss, to the extent that it does not exceed the Principal
Balance (plus the amount of any Unliquidated Advance with respect to such
Mortgage Loan) of the Mortgage Loan (or deemed Principal Balance, in the case of
REO Property), (ii) in the case of a Modification Loss, the amount of such
Modification Loss described in clause (i) of the definition thereof, (iii) in
the case of a Bankruptcy Loss, the portion of such Bankruptcy Loss attributable
to the reduction in the Principal Balance of the related Mortgage Loan, (iv) in
the case of an Expense Loss, the amount of such Expense Loss (other than Expense
Losses resulting from the payment of Special Servicing Fees) to the extent that
such Expense Loss does not exceed amounts collected in respect of the Mortgage
Loans that were identified as allocable to principal in the Collection Period in
which such Expense Losses were incurred, and any such excess shall be treated as
a Realized Interest Loss, (v) the amounts in respect thereof that are withdrawn
from the Certificate Account pursuant to Section 6.6(b)(i) and (vi) any
Unliquidated Advance that is determined by the Master Servicer to be a
Nonrecoverable Advance.

               "Record Date" means, for each Distribution Date and each Class of
Certificates, the close of business on the last Business Day of the month
immediately preceding the month in which such Distribution Date occurs.

               "Recoveries" means, as of any Distribution Date, any amounts
recovered with respect to a Mortgage Loan, a Serviced Companion Mortgage Loan, a
B Note or REO Property following the period in which a Final Recovery
Determination occurs plus other amounts defined as "Recoveries" herein.

               "Registered Certificates" has the meaning set forth in the
Preliminary Statement hereto.

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

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

                                      -56-
<PAGE>

               "Regulation S Certificate" means a written certification
substantially in the form set forth in Exhibit F hereto certifying that a
beneficial owner of an interest in a Regulation S Temporary Global Certificate
is not a U.S. Person (as defined in Regulation S).

               "Regulation S Global Certificates" means the Regulation S
Permanent Global Certificates together with the Regulation S Temporary Global
Certificates.

               "Regulation S Permanent Global Certificate" means any single
permanent global Certificate, in definitive, fully registered form without
interest coupons received in exchange for a Regulation S Temporary Global
Certificate.

               "Regulation S Temporary Global Certificate" means, with respect
to any Class of Certificates offered and sold outside of the United States in
reliance on Regulation S, a single temporary global Certificate, in definitive,
fully registered form without interest coupons.

               "Rehabilitated Mortgage Loan" means any Specially Serviced
Mortgage Loan with respect to which (i) three consecutive Scheduled Payments
have been made (in the case of any such Mortgage Loan, Serviced Companion
Mortgage Loan or B Note that was modified, based on the modified terms), or a
complete defeasance shall have occurred, (ii) no other Servicing Transfer Event
has occurred and is continuing (or with respect to determining whether a
Required Appraisal Loan is a Rehabilitated Mortgage Loan for applying Appraisal
Reductions, no other Appraisal Event has occurred and is continuing) and (iii)
the Trust has been reimbursed for all costs incurred as a result of the
occurrence of a Servicing Transfer Event, such amounts constitute a
Workout-Delayed Reimbursement Amount, or such amounts have been forgiven. An A
Note shall not constitute a Rehabilitated Mortgage Loan unless its related B
Note would constitute a Rehabilitated Mortgage Loan. A B Note shall not
constitute a Rehabilitated Mortgage Loan unless its related A Note also would
constitute a Rehabilitated Mortgage Loan. A Serviced Pari Passu Mortgage Loan
shall not constitute a Rehabilitated Mortgage Loan unless its related Serviced
Companion Mortgage Loan would constitute a Rehabilitated Mortgage Loan. A
Serviced Companion Mortgage Loan shall not constitute a Rehabilitated Mortgage
Loan unless its related Serviced Pari Passu Mortgage Loan also would constitute
a Rehabilitated Mortgage Loan.

               "Release Date" means the date 40 days after the later of (i) the
commencement of the offering of the Certificates and (ii) the Closing Date.

               "Relevant Servicing Criteria" means the Servicing Criteria
applicable to each Reporting Servicer (as set forth, with respect to the Master
Servicer, the Special Servicer, the Primary Servicer, the Paying Agent and the
Trustee, on Schedule XIV attached hereto). For clarification purposes, multiple
Reporting Servicers can have responsibility for the same Relevant Servicing
Criteria and some of the Servicing Criteria will not be applicable to certain
Reporting Servicers. With respect to a Servicing Function Participant engaged by
the Trustee, the Master Servicer, the Special Servicer, the Primary Servicer,
the Paying Agent or any Sub-Servicer, the term "Relevant Servicing Criteria" may
refer to a portion of the Relevant Servicing Criteria applicable to the Trustee,
the Master Servicer, the Special Servicer, the Primary Servicer, the Paying
Agent or such Sub-Servicer.


                                      -57-
<PAGE>

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

               "REMIC I" means the segregated pool of assets consisting of the
Mortgage Loans (other than any Excess Interest payable thereon), such amounts
with respect thereto as shall from time to time be held in the Collection
Account, the Certificate Account, the Reserve Account, the Distribution Account
(other than the portion thereof constituting the Excess Interest Sub-account)
and the Interest Reserve Account, the Insurance Policies (other than the
interests of the holder of any Non-Serviced Companion Mortgage Loan or Serviced
Companion Mortgage Loan or B Note therein) and any REO Properties or beneficial
interests therein (other than the interests of the holder of any Non-Serviced
Companion Mortgage Loan or any Serviced Companion Mortgage Loan or B Note
therein), for which a REMIC election has been made pursuant to Section 12.1(a)
hereof. Excess Interest on the Mortgage Loans and the Excess Interest
Sub-account shall constitute assets of the Trust but shall not be a part of any
REMIC Pool formed hereunder. The Non-Serviced Companion Mortgage Loans and any
amounts payable thereon shall not constitute assets of the Trust or any REMIC
Pool formed hereunder. No B Note or any amounts payable thereon shall constitute
an asset of the Trust or any REMIC Pool formed hereunder. No Serviced Companion
Mortgage Loan or any amounts payable thereon shall constitute an asset of the
Trust or any REMIC Pool formed hereunder.

               "REMIC I Interests" means, collectively, the REMIC I Regular
Interests and the Class R-I Certificates.

               "REMIC I Net Mortgage Rate" means with respect to any
Distribution Date:

               (i) as to any REMIC I Regular Interest, a rate per annum equal to
(a) with respect to any Mortgage Loan that accrues interest on the basis of a
360-day year consisting of twelve (12) 30-day months ("30/360 basis"), (i) the
Mortgage Rate thereof (without taking into account any increase therein after
the Anticipated Repayment Date in respect of an ARD Loan or any default interest
rate) as of the Cut-Off Date and without regard to any modification, waiver or
amendment of the terms thereof following the Cut-Off Date, minus (ii) the
Administrative Cost Rate, and (b) with respect to any Mortgage Loan that accrues
interest on a basis other than a 30/360 basis, the annualized rate that, when
applied to the Principal Balance of the related Mortgage Loan (on the day prior
to the Due Date preceding such Distribution Date) on a 30/360 basis for the
related loan accrual period, yields the amount of net interest that would have
accrued during the related loan accrual period assuming a net interest rate
equal to the rate described in clause (a) above and assuming an interest accrual
basis that is the same as the actual interest accrual basis of such Mortgage
Loan, provided that for purposes of this clause (b) (i) the REMIC I Net Mortgage
Rate for the loan accrual period relating to the Due Dates in both January
(commencing in 2007) and February (commencing in 2007) in any year that is not a
leap year and in February in any year that is a leap year, shall be determined
net of any amounts transferred to the Interest Reserve Account; and (ii) the
REMIC I Net Mortgage Rate for the loan accrual period relating to the Due Date
in March (commencing in 2007) and the loan accrual period relating to the Due
Date related to the final Distribution Date shall be determined taking into
account the addition of any amounts withdrawn from the Interest Reserve Account.

               "REMIC I Regular Interests" means, collectively, the
uncertificated interests designated as "regular interests" in REMIC I, which
shall consist of, with respect to each

                                      -58-
<PAGE>

Mortgage Loan, an interest having an initial Certificate Balance equal to the
Cut-Off Date Scheduled Principal Balance of such Mortgage Loan, and which has a
Pass-Through Rate equal to the REMIC I Net Mortgage Rate of such Mortgage Loan.

               "REMIC II" means the segregated pool of assets consisting of the
REMIC I Regular Interests and related amounts in the Distribution Account for
which a REMIC election has been made pursuant to Section 12.1(a) hereof.

               "REMIC II Interests" means, collectively, the REMIC II Regular
Interests and the Class R-II Certificates.

               "REMIC II Regular Interest A-1A" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $5,294,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest A-1B" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $53,906,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

               "REMIC II Regular Interest A-2A" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $6,744,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest A-2B" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $63,581,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

               "REMIC II Regular Interest A-2C" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $61,125,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

               "REMIC II Regular Interest A-2D" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $41,780,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

               "REMIC II Regular Interest A-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to the Aggregate
Certificate Balance of the Class A-3 Certificates, and which has a Pass-Through
Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest A-ABA" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial

                                      -59-
<PAGE>

Certificate Balance equal to $73,039,000, and which has a Pass-Through Rate
equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest A-ABB" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $7,961,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest A-4A" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $41,163,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

               "REMIC II Regular Interest A-4B" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $115,181,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

               "REMIC II Regular Interest A-4C" means the uncertificated
interest designated as a "regular interest" in REMIC II, which shall consist of
an interest having an initial Certificate Balance equal to $558,914,000, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

               "REMIC II Regular Interest A-M" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class A-M Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest A-J" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class A-J Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest B-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $5,820,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest B-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $20,020,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest B-3" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $2,936,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

                                      -60-
<PAGE>

               "REMIC II Regular Interest C" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class C Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest D-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $18,739,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest D-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $2,363,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest E-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $5,712,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest E-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $7,717,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest F" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class F Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest G-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $9,986,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

                "REMIC II Regular Interest G-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $9,198,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest H" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class H Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest J" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance

                                      -61-
<PAGE>

equal to the Aggregate Certificate Balance of the Class J Certificates, and
which has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage
Rate.

               "REMIC II Regular Interest K" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class K Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest L-1" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $2,716,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest L-2" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having an initial Certificate Balance equal to $3,039,000, and which
has a Pass-Through Rate equal to the Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest M" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class M Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest N" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class N Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest O" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class O Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interest P" means the uncertificated interest
designated as a "regular interest" in REMIC II, which shall consist of an
interest having a Certificate Balance equal to the Aggregate Certificate Balance
of the Class P Certificates, and which has a Pass-Through Rate equal to the
Weighted Average REMIC I Net Mortgage Rate.

               "REMIC II Regular Interests" means, collectively, the REMIC II
Regular Interest A-1A, the REMIC II Regular Interest A-1B, the REMIC II Regular
Interest A-2A, the REMIC II Regular Interest A-2B, the REMIC II Regular Interest
A-2C, the REMIC II Regular Interest A-2D, the REMIC II Regular Interest A-3, the
REMIC II Regular Interest A-ABA, the REMIC II Regular Interest A-ABB, the REMIC
II Regular Interest A-4A, the REMIC II Regular Interest A-4B, the REMIC II
Regular Interest A-4C, the REMIC II Regular Interest A-M, the REMIC II Regular
Interest A-J, the REMIC II Regular Interest B-1, the REMIC II Regular Interest
B-2, the REMIC II Regular Interest B-3, the REMIC II Regular Interest C, the
REMIC II Regular Interest D-1, the REMIC II Regular Interest D-2, the REMIC II
Regular Interest E-1, the REMIC II Regular Interest E-2, the REMIC II Regular
Interest F, the REMIC II Regular Interest

                                      -62-
<PAGE>

G-1, the REMIC II Regular Interest G-2, the REMIC II Regular Interest H, the
REMIC II Regular Interest J, the REMIC II Regular Interest K, the REMIC II
Regular Interest L-1, the REMIC II Regular Interest L-2, the REMIC II Regular
Interest M, the REMIC II Regular Interest N, the REMIC II Regular Interest O and
the REMIC II Regular Interest P.

               "REMIC III" means the segregated pool of assets consisting of the
REMIC II Regular Interests and related amounts in the Distribution Account for
which a REMIC election has been made pursuant to Section 12.1(a) hereof.

               "REMIC III Certificates" has the meaning set forth in the
penultimate paragraph of the Preliminary Statement hereto.

               "REMIC III Regular Interests" means, collectively, the Class A-1
Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-AB
Certificates, Class A-4 Certificates, Class A-M Certificates, Class A-J
Certificates, Class X-1 Certificates, Class X-2 Certificates, Class B
Certificates, Class C Certificates, Class D Certificates, Class E Certificates,
Class F Certificates, Class G Certificates, Class H Certificates, Class J
Certificates, Class K Certificates, Class L Certificates, Class M Certificates,
Class N Certificates, Class O Certificates and the portion of the Class P
Certificates representing the Class P REMIC Interest that is a "regular
interest" in REMIC III.

               "REMIC Pool" means each of the three segregated pools of assets
designated as a REMIC pursuant to Section 12.1(a) hereof.

               "REMIC Provisions" means the provisions of the federal income tax
law relating to real estate mortgage investment conduits, which appear at
Sections 860A through 860G of Subchapter M of Chapter 1 of the Code, and related
provisions, and final, temporary and proposed regulations and rulings
promulgated thereunder, as the foregoing may be in effect from time to time and
taking account, as appropriate, of any proposed legislation or regulations
which, as proposed, would have an effective date prior to enactment or
promulgation thereof.

               "REMIC Regular Certificates" means, collectively, the Class A-1,
Class A-2, Class A-3, Class A-AB, Class A-4, Class A-M, Class A-J, Class X-1,
Class X-2, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O and Class P Certificates.

               "Rent Loss Policy" or "Rent Loss Insurance" means a policy of
insurance generally insuring against loss of income or rent resulting from
hazards or acts of God.

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

               "REO Account" shall have the meaning set forth in Section 9.14(a)
hereof.

               "REO Disposition" means the receipt by the Master Servicer or the
Special Servicer of Liquidation Proceeds and other payments and recoveries
(including proceeds of a final sale) from the sale or other disposition of REO
Property.

                                      -63-
<PAGE>

               "REO Income" means, with respect to any REO Property that had not
been security for an A/B Mortgage Loan or Loan Pair for any Collection Period,
all income received in connection with such REO Property during such period less
any operating expenses, utilities, real estate taxes, management fees, insurance
premiums, expenses for maintenance and repairs and any other capital expenses
directly related to such REO Property paid during such period or, with respect
to an REO Property that had been security for an A/B Mortgage Loan or Loan Pair,
the portion of the amounts described above received with respect to such REO
Property and allocable to the related A Note or Serviced Pari Passu Mortgage
Loan, as applicable, pursuant to the related Intercreditor Agreement or Loan
Pair Intercreditor Agreement, as applicable. With respect to any Non-Serviced
Mortgage Loan (if the applicable Non-Serviced Mortgage Loan Special Servicer has
foreclosed upon the Mortgaged Property secured by such Non-Serviced Mortgage
Loan Mortgage), the REO Income shall comprise only such portion of the foregoing
that is allocable to the holder of such Non-Serviced Mortgage Loan, and with
respect to the Mortgaged Property securing any Loan Pair or A/B Mortgage Loan,
only the portion of such amounts allocable to the holder of the related Serviced
Pari Passu Mortgage or the related A Note, as applicable, shall be included in
REO Income.

               "REO Mortgage Loan" means a Mortgage Loan, a Serviced Companion
Mortgage Loan or a B Note as to which the related Mortgaged Property is an REO
Property.

               "REO Property" means a Mortgaged Property (or an interest
therein, if the Mortgaged Property securing any Loan Pair or the Mortgaged
Property securing an A/B Mortgage Loan has been acquired by the Trust) acquired
by the Trust through foreclosure, deed-in-lieu of foreclosure, abandonment or
reclamation from bankruptcy in connection with a Defaulted Mortgage Loan or
otherwise treated as foreclosure property under the REMIC Provisions; provided
that a Mortgaged Property that secures a Non-Serviced Mortgage Loan shall
constitute an REO Property if and when it is acquired under the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement for the benefit of
the Trustee as the holder of such Non-Serviced Mortgage Loan and of the holder
of the related Non-Serviced Companion Loan(s) through foreclosure, acceptance of
a deed-in-lieu of foreclosure, abandonment or reclamation from bankruptcy in
connection with a default or otherwise treated as foreclosure property under the
REMIC Provisions. The Special Servicer shall not have any obligations with
respect to an REO Property that relates to a Mortgaged Property that secures a
Non-Serviced Mortgage Loan and all references to the Special Servicer's
obligations in this Agreement with respect to "REO Property" shall exclude any
such Mortgaged Property that secures a Non-Serviced Mortgage Loan.

               "Report Date" means the third Business Day before the related
Distribution Date.

               "Reportable Event" has the meaning set forth in Section 13.7.

               "Reporting Servicer" means the Master Servicer, the Special
Servicer and any Servicing Function Participant (including the Primary Servicer,
the Paying Agent, the Trustee and each Sub-Servicer), as the case may be.

               "Repurchased Loan" has the meaning set forth in Section 2.3(a).

                                      -64-
<PAGE>

               "Request for Release" means a request for release of certain
documents relating to the Mortgage Loans, a form of which is attached hereto as
Exhibit C.

                "Required Appraisal Loan" means any Mortgage Loan, Loan Pair or B
Note as to which an Appraisal Event has occurred. In the case of an A/B Mortgage
Loan, upon the occurrence of an Appraisal Event in respect of either the related
A Note or B Note, the A/B Mortgage Loan shall be deemed to be a single Required
Appraisal Loan. A Mortgage Loan, Loan Pair or B Note will cease to be a Required
Appraisal Loan at such time as it is a Rehabilitated Mortgage Loan.

               "Reserve Account" shall mean the Reserve Account maintained by
the Paying Agent in accordance with the provisions of Section 5.3, which shall
be an Eligible Account or a subaccount of an Eligible Account.

               "Residual Certificates" means, with respect to REMIC I, the Class
R-I Certificates, with respect to REMIC II, the Class R-II Certificates and with
respect to REMIC III, the Class R-III Certificates.

               "Responsible Officer" means, when used with respect to the
initial Trustee, any officer assigned to the Asset-Backed Securities Trust
Services Group, or with respect to the Paying Agent, any officer assigned to the
Corporate Trust Services Group, each with specific responsibilities for the
matters contemplated by this Agreement and when used with respect to any
successor Trustee or Paying Agent, any Vice President, Assistant Vice President,
corporate trust officer or any assistant corporate trust officer or persons
performing similar roles on behalf of the Trustee or Paying Agent.

               "Restricted Servicer Reports" means the following reports in CMSA
format (as in effect on the date hereof or as such formats may be changed from
time to time by the CMSA) in, and containing substantially the information
contemplated by, the forms attached hereto as part of Exhibit W prepared by the
Master Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (with respect to Specially Serviced Mortgage Loans and
REO Properties)): (i) a CMSA Comparative Financial Status Report; (ii) without
duplication with Section 8.14, an NOI Adjustment Worksheet; (iii) without
duplication with Section 8.14, a CMSA Operating Statement Analysis Report, (iv)
subject to Section 8.11(h), a CMSA Watch List, (v) a Property File, (vi) without
duplication with Section 8.14, a Financial File, (vii) a CMSA Special Servicer
Loan File and (viii) a realized loss report substantially in the form included
in Exhibit W.

               "Reverse Sequential Order" means sequentially to the Class P,
Class O, Class N, Class M, Class L, Class K, Class J, Class H, Class G, Class F,
Class E, Class D, Class C, Class B, Class A-J, Class A-M and finally to the
Class X and Class A Senior Certificates, on a pro rata basis, as set forth
herein.

               "Rule 144A" means Rule 144A under the Securities Act.

               "Rule 144A-IAI Global Certificate" means, with respect to any
Class of Certificates offered and sold in reliance on Rule 144A or to certain
Institutional Accredited

                                      -65-
<PAGE>

Investors, a single, permanent global Certificate, in definitive, fully
registered form without interest coupons.

               "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.

               "Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002 and the
rules and regulations of the Commission promulgated thereunder (including any
interpretations thereof by the Commission's staff).

               "Sarbanes-Oxley Certification" has the meaning set forth in
Section 13.6.

               "Scheduled Payment" means each scheduled payment of principal of,
and/or interest on, a Mortgage Loan, a Serviced Companion Mortgage Loan or a B
Note required to be paid on its Due Date by the Mortgagor in accordance with the
terms of the related Mortgage Note, Serviced Companion Mortgage Loan or B Note
(excluding all amounts of principal and interest which were due on or before the
Cut-Off Date, whenever received, and taking account of any modifications thereof
and the effects of any Debt Service Reduction Amounts and Deficient Valuation
Amounts). Notwithstanding the foregoing, the amount of the Scheduled Payment for
any Serviced Pari Passu Mortgage Loan or Serviced Companion Mortgage Loan or any
A Note or B Note shall be calculated without regard to the related Loan Pair
Intercreditor Agreement or the related Intercreditor Agreement, as applicable.

               "Scheduled Principal Balance" means, with respect to any Mortgage
Loan, Serviced Companion Mortgage Loan, Loan Pair, B Note or REO Mortgage Loan,
for purposes of performing calculations with respect to any Distribution Date,
the Principal Balance thereof minus the aggregate amount of any P&I Advances of
principal previously made with respect to such Mortgage Loan, Serviced Companion
Mortgage Loan, Loan Pair, B Note or REO Mortgage Loan.

               "Securities Act" means the Securities Act of 1933, as amended,
and the rules and regulations thereunder.

               "Seller" means Principal II, Wells Fargo, BSCMI or MSMC as the
case may be.

               "Seller Sub-Servicer" means a Sub-Servicer or Additional Servicer
required by a Seller to be retained by the Master Servicer or the Special
Servicer, as applicable, as listed on Schedule XIX hereto.

               "Senior Certificates" means the Class A Senior and Class X
Certificates.

               "Serviced Companion Mortgage Loan" means a mortgage loan that is
serviced under this Agreement, is not a "Mortgage Loan" included in the Trust,
but is paid on a pari passu basis with a Mortgage Loan included in the Trust.
The only Serviced Companion Mortgage Loan related to the Trust is the 225 South
Sixth Street Companion Loan.

               "Serviced Companion Mortgage Loan Custodial Account" means each
of the custodial sub-account(s) of the Certificate Account (but which are not
included in the Trust) created and maintained by the Master Servicer pursuant to
Section 5.1(c) on behalf of the holder

                                       -66-
<PAGE>

of the related Serviced Companion Mortgage Loan. Any such sub-account(s) shall
be maintained as a sub-account of an Eligible Account.

               "Serviced Pari Passu Mortgage" means the Mortgage securing a
Serviced Pari Passu Mortgage Loan and its related Serviced Companion Mortgage
Loan secured by the related Mortgaged Property.

               "Serviced Pari Passu Mortgage Loan" means a Mortgage Loan that is
included in the Trust and paid on a pari passu basis with a Serviced Companion
Mortgage Loan. The only Serviced Pari Passu Mortgage Loans in the Trust is the
225 South Sixth Street Pari Passu Loan.

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

               "Servicer Errors and Omissions Insurance Policy" or "Errors and
Omissions Insurance Policy" means an errors and omissions insurance policy
maintained by the Master Servicer, the Special Servicer, the Trustee or the
Paying Agent, as the case may be, in accordance with Section 8.2, Section 9.2
and Section 7.17, respectively.

               "Servicer Fidelity Bond" or "Fidelity Bond" means a bond or
insurance policy under which the insurer agrees to indemnify the Master
Servicer, the Special Servicer, the Trustee or the Paying Agent, as the case may
be, (subject to standard exclusions) for all losses (less any deductible)
sustained as a result of any theft, embezzlement, fraud or other dishonest act
on the part of the Master Servicer's, the Special Servicer's, the Trustee's or
the Paying Agent's, as the case may be, directors, officers or employees and is
maintained in accordance with Section 8.2, Section 9.2 and Section 7.17,
respectively.

               "Servicer Mortgage File" means copies of the mortgage documents
listed in the definition of "Mortgage File" relating to a Mortgage Loan and
shall also include, to the extent required to be (and actually) delivered to the
applicable Seller pursuant to the applicable Mortgage Loan documents, copies of
the following items: the Mortgage Note, any Mortgage, the Assignment of Leases
and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan
agreement, any insurance policies or certificates (as applicable), any property
inspection reports, any financial statements on the property, any escrow
analysis, any tax bills, any Appraisal, any environmental report, any
engineering report, any asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies.

               "Servicing Advance" means any cost or expense of the Master
Servicer, the Special Servicer or the Trustee, as the case may be, designated as
a Servicing Advance pursuant to this Agreement and any other costs and expenses
incurred by the Master Servicer, the Special Servicer or the Trustee, as the
case may be, to protect and preserve the security for such Mortgage Loan and/or
(if applicable) the related Serviced Companion Mortgage Loan or B Note.

                                      -67-
<PAGE>

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

               "Servicing Function Participant" means any Person (including the
Trustee, the Primary Servicer and the Paying Agent), other than the Master
Servicer and the Special Servicer, that, within the meaning of Item 1122 of
Regulation AB, is performing activities addressed by the Servicing Criteria,
unless such Person's activities relate only to 5% or less of the Mortgage Loans
(based on their Principal Balance).

               "Servicing Officer" means, any officer or employee of the Master
Servicer, or an Additional Servicer, as the case may be, involved in, or
responsible for, the administration and servicing of the Mortgage Loans, any
Serviced Companion Mortgage Loan and any B Note whose name and specimen
signature appear on a list of servicing officers or employees furnished to the
Trustee by the Master Servicer, or an Additional Servicer, as the case may be,
and signed by an officer of the Master Servicer, or an Additional Servicer, as
the case may be, as such list may from time to time be amended.

               "Servicing Standard" means, with respect to the Master Servicer
or the Special Servicer, as the case may be, to service and administer the
Mortgage Loans (and any Serviced Companion Mortgage Loan and B Note but not any
Non-Serviced Mortgage Loan) that it is obligated to service and administer
pursuant to this Agreement on behalf of the Trustee and in the best interests of
and for the benefit of the Certificateholders (and in the case of any Serviced
Companion Mortgage Loan or B Note, the related holder of the Serviced Companion
Mortgage Loan or B Note, as applicable) as a collective whole (as determined by
the Master Servicer or the Special Servicer, as the case may be, in its good
faith and reasonable judgment), in accordance with applicable law, the terms of
this Agreement and the terms of the respective Mortgage Loans, any Serviced
Companion Mortgage Loan and any B Note (and, in the case of any Loan Pair or any
A Note and B Note, the related Loan Pair Intercreditor Agreement or the related
Intercreditor Agreement, as applicable) and, to the extent consistent with the
foregoing, further as follows:

               (a) with the same care, skill and diligence as is normal and
usual in its general mortgage servicing and REO property management activities
on behalf of third parties or on behalf of itself, whichever is higher, with
respect to mortgage loans and REO properties that are comparable to those for
which it is responsible hereunder;

               (b) with a view to the timely collection of all Scheduled
Payments of principal and interest under the Mortgage Loans, any Serviced
Companion Mortgage Loan and any B Note or, if a Mortgage Loan, any Serviced
Companion Mortgage Loan or any B Note comes into and continues in default and
if, in the good faith and reasonable judgment of the Special Servicer, no
satisfactory arrangements can be made for the collection of the delinquent
payments, the maximization of the recovery of principal and interest on such
Mortgage Loan to the Certificateholders (as a collective whole) (or in the case
of any A/B Mortgage Loan and its related B Note or any Loan Pair, the
maximization of the recovery of principal and interest on such A/B Mortgage Loan
or Loan Pair, as applicable, to the Certificateholders and the holder of the
related B Note or Serviced Companion Mortgage Loan, as applicable, all taken as
a collective whole) on a net present value basis (the relevant discounting of
anticipated collections that will be distributable to Certificateholders to be
performed at the rate determined by the

                                      -68-
<PAGE>

Special Servicer but in any event not less than (i) the related REMIC I Net
Mortgage Rate, in the case of the Mortgage Loans (other than any A Note or
Serviced Pari Passu Mortgage Loan) or (ii) the weighted average of the mortgage
rates on the related A Note and B Note, in the case of any A/B Mortgage Loan,
and on the related Serviced Pari Passu Mortgage Loan and Serviced Companion
Mortgage Loan in the case of any Loan Pair); and without regard to: (I) any
other relationship that the Master Servicer or the Special Servicer, as the case
may be, or any Affiliate thereof may have with the related Mortgagor; (II) the
ownership of any Certificate or any interest in any Non-Serviced Companion
Mortgage Loan, Serviced Companion Mortgage Loan, B Note or any mezzanine loan
related to a Mortgage Loan by the Master Servicer or the Special Servicer, as
the case may be, or any Affiliate thereof; (III) the Master Servicer's
obligation to make Advances; (IV) the right of the Master Servicer (or any
Affiliate thereof) or the Special Servicer (or any Affiliate thereof), as the
case may be, to receive reimbursement of costs, or the sufficiency of any
compensation payable to it, hereunder or with respect to any particular
transaction and (V) any obligation of the Master Servicer (or any Affiliate
thereof) to repurchase any Mortgage Loan from the Trust.

               "Servicing Transfer Event" means the occurrence of any of the
following events: (i) any Mortgage Loan (other than a Non-Serviced Mortgage
Loan), Serviced Companion Mortgage Loan or B Note as to which a Balloon Payment
is past due, and the Master Servicer has determined, in its good faith
reasonable judgment in accordance with the Servicing Standard, that payment is
unlikely to be made on or before the 60th day succeeding the date the Balloon
Payment was due, or any other payment is more than 60 days past due or has not
been made on or before the second Due Date following the Due Date such payment
was due; (ii) any Mortgage Loan (other than a Non-Serviced Mortgage Loan),
Serviced Companion Mortgage Loan or B Note as to which, to the Master Servicer's
knowledge, the Mortgagor has consented to the appointment of a receiver or
conservator in any insolvency or similar proceeding of, or relating to, such
Mortgagor or to all or substantially all of its property, or the Mortgagor has
become the subject of a decree or order issued under a bankruptcy, insolvency or
similar law and such decree or order shall have remained undischarged or
unstayed for a period of 30 days; (iii) any Mortgage Loan (other than a
Non-Serviced Mortgage Loan), Serviced Companion Mortgage Loan or B Note as to
which the Master Servicer shall have received notice of the foreclosure or
proposed foreclosure of any other lien on the Mortgaged Property; (iv) any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Mortgage Loan or B Note as to which the Master Servicer has knowledge of a
default (other than a failure by the related Mortgagor to pay principal or
interest) which in the good faith reasonable judgment of the Master Servicer
materially and adversely affects the interests of the Certificateholders or the
holder of any related Serviced Companion Mortgage Loan or B Note and which has
occurred and remains unremedied for the applicable grace period specified in
such Mortgage Loan (or, if no grace period is specified, 60 days); (v) any
Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Companion
Mortgage Loan or B Note as to which the 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; and (vi) any Mortgage Loan (other than a Non-Serviced Mortgage
Loan), Serviced Companion Mortgage Loan or B Note as to which, in the good faith
reasonable judgment of the Master Servicer, (a) (other than with respect to any
A/B Mortgage Loan) a payment default is imminent or is likely to occur within 60
days, or (b) any other default is imminent or is likely to occur within 60

                                      -69-
<PAGE>

days and such default, in the judgment of the Master Servicer, is reasonably
likely to materially and adversely affect the interests of the
Certificateholders or the holder of any related Serviced Companion Mortgage Loan
or B Note (as the case may be); provided, however, that (1) if the holder of the
B Note exercised its right to cure a monetary default and a monetary default
occurs in the following month due to the holder of the B Note's failure to cure,
then servicing of such Mortgage Loan shall be transferred to the Special
Servicer on the Business Day following the expiration of the Cure Period (as
defined in the related Intercreditor Agreement) of the holder of the B Note if
the holder of the B Note does not cure the current monetary default or (2) if
the holder of the B Note has exercised its right to cure the number of
consecutive monetary defaults it is permitted to cure under the related
Intercreditor Agreement and a monetary default occurs in the following month,
then servicing of such Mortgage Loan shall be transferred to the Special
Servicer at the expiration of the Mortgagor's grace period for the current
monetary default. If a Servicing Transfer Event occurs with respect to an A
Note, it shall be deemed to have occurred also with respect to its related B
Note; provided, however, that if a Servicing Transfer Event would otherwise have
occurred with respect to an A Note, but has not so occurred solely because the
holder of the related B Note has exercised its cure rights under the related
Intercreditor Agreement, then a Servicing Transfer Event will not occur with
respect to such A/B Mortgage Loan. If a Servicing Transfer Event occurs with
respect to a B Note, it shall be deemed to have occurred also with respect to
its related A Note. If a Servicing Transfer Event occurs with respect to any
Serviced Pari Passu Mortgage Loan, it shall be deemed to have occurred also with
respect to the related Serviced Companion Mortgage Loan. If a Servicing Transfer
Event occurs with respect to any Serviced Companion Mortgage Loan, it shall be
deemed to have occurred also with respect to the related Serviced Pari Passu
Mortgage Loan. Under the applicable Non-Serviced Mortgage Loan Pooling and
Servicing Agreement, if a Servicing Transfer Event occurs with respect to any
Non-Serviced Companion Mortgage Loan, it shall be deemed to have occurred also
with respect to the related Non-Serviced Mortgage Loan.

               "Similar Laws" has the meaning set forth in Section 3.3(d).

               "Single-Purpose Entity" means a Person, other than an individual,
whose organizational documents provide substantially to the effect that it is
formed or organized solely for the purpose of owning and collecting payments
from Defeasance Collateral for the benefit of the Trust and which (i) does not
engage in any business unrelated thereto and the financing thereof; (ii) does
not have any assets other than those related to its interest in Defeasance
Collateral; (iii) maintains its own books, records and accounts, in each case
which are separate and apart from the books, records and accounts of any other
Person; (iv) conducts business in its own name and uses separate stationery,
invoices and checks; (v) does not guarantee or assume the debts or obligations
of any other Person; (vi) does not commingle its assets or funds with those of
any other Person; (vii) transacts business with affiliates on an arm's length
basis pursuant to written agreements; and (viii) holds itself out as being a
legal entity, separate and apart from any other Person, and otherwise complies
with the single-purpose requirements established by the Rating Agencies. The
entity's organizational documents also provide that any dissolution and winding
up or insolvency filing for such entity requires the unanimous consent of all
partners or members, as applicable, and that such documents may not be amended
with respect to the Single-Purpose Entity requirements.

                                      -70-
<PAGE>

               "Special Servicer" means ARCap Servicing, Inc., or any successor
Special Servicer as herein provided, including without limitation, any successor
Special Servicer appointed pursuant to Section 9.39 hereof.

               "Special Servicer Compensation" means, with respect to any
applicable period, the sum of the Special Servicing Fees, the Liquidation Fees
and Work-Out Fees and any other amounts to be paid to the Special Servicer
pursuant to the terms of this Agreement.

               "Special Servicer Remittance Date" means the Business Day
preceding each Determination Date.

               "Special Servicing Fee" means, for each calendar month, as to
each Mortgage Loan (other than any Non-Serviced Mortgage Loan), Serviced
Companion Mortgage Loan or B Note that is a Specially Serviced Mortgage Loan
(including REO Mortgage Loans), the fraction or portion of the Special Servicing
Fee Rate applicable to such month (determined using the same interest accrual
methodology that is applied with respect to the Mortgage Rate for such Mortgage
Loan, Serviced Companion Mortgage Loan or B Note for such month) multiplied by
the Scheduled Principal Balance of such Specially Serviced Mortgage Loan
immediately before the Due Date occurring in such month.

               "Special Servicing Fee Rate" means 0.25% per annum.

               "Special Servicing Officer" means any officer or employee of the
Special Servicer involved in, or responsible for, the administration and
servicing of the Specially Serviced Mortgage Loans whose name and specimen
signature appear on a list of servicing officers or employees furnished to the
Trustee, the Paying Agent and the Master Servicer by the Special Servicer signed
by an officer of the Special Servicer, as such list may from time to time be
amended.

               "Specially Serviced Mortgage Loan" means, as of any date of
determination, any Mortgage Loan (other than any Non-Serviced Mortgage Loan),
Serviced Companion Mortgage Loan or B Note with respect to which the Master
Servicer has notified the Special Servicer, the Operating Adviser and the
Trustee that a Servicing Transfer Event has occurred (which notice shall be
effective upon receipt) and the Special Servicer has received all information,
documents and records relating to such Mortgage Loan, Serviced Companion
Mortgage Loan or B Note as reasonably requested by the Special Servicer to
enable it to assume its duties with respect to such Mortgage Loan, Serviced
Companion Mortgage Loan or B Note. A Specially Serviced Mortgage Loan shall
cease to be a Specially Serviced Mortgage Loan from and after the date on which
the Special Servicer notifies the Master Servicer, the Operating Adviser, the
Paying Agent and the Trustee, in accordance with Section 8.1(b), that such
Mortgage Loan (and the related B Note in the case of an A/B Mortgage Loan, and
the related Serviced Companion Mortgage Loan in the case of a Loan Pair) has
become a Rehabilitated Mortgage Loan (and, in the case of an A Note (or B Note)
that is or was a Specially Serviced Mortgage Loan, its related B Note (or A
Note) has also become a Rehabilitated Mortgage Loan and, in the case of a
Serviced Pari Passu Mortgage Loan (or Serviced Companion Mortgage Loan) that is
or was a Specially Serviced Mortgage Loan, its related Serviced Companion
Mortgage Loan (or Serviced Pari Passu Mortgage Loan) has also become a
Rehabilitated Mortgage Loan), with respect to such Servicing Transfer Event,
unless and until the Master


                                      -71-
<PAGE>

Servicer notifies the Special Servicer, the Paying Agent and the Trustee, in
accordance with Section 8.1(b) that another Servicing Transfer Event with
respect to such Mortgage Loan, Serviced Companion Mortgage Loan or B Note exists
or occurs.

               "Standard Hazard Insurance Policy" means a fire and casualty
extended coverage insurance policy in such amount and with such coverage as
required by this Agreement.

               "Startup Day" means, with respect to each of REMIC I, REMIC II
and REMIC III, the day designated as such in Section 12.1(b).

               "Subcontractor" means any vendor, subcontractor or other Person
that is not responsible for the overall servicing of Mortgage Loans but performs
one or more discrete functions identified in Item 1122(d) of Regulation AB with
respect to Mortgage Loans under the direction or authority of the Master
Servicer, the Special Servicer, an Additional Servicer or a Sub-Servicer.

                "Subordinate Certificates" means, collectively, the Class A-M,
Class A-J, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class
J, Class K, Class L, Class M, Class N, Class O and Class P Certificates.

               "Sub-Servicer" means any Person that (i) is a Servicing Function
Participant, (ii) Services the assets of the Trust on behalf of (a) the Trust,
(b) the Paying Agent, (c) the Master Servicer, (d) the Special Servicer, (e) any
Additional Servicer (f) or any other Person that otherwise constitutes a
"Sub-Servicer", and (iii) is responsible for the performance (whether directly
or through sub-servicers or Subcontractors) of Servicing functions that are
required to be performed by the Trust, the Paying Agent, the Master Servicer,
the Special Servicer or any Additional Servicer under this Agreement or any
sub-servicing agreement and are identified in Item 1122(d) of Regulation AB.

               "Successful Bidder" has the meaning set forth in Section 8.29(d).

               "Tax Matters Person" means the person designated as the "tax
matters person" of each REMIC Pool pursuant to Treasury Regulations Section
1.860F-4(d) and temporary Treasury Regulations Section 301.6231(a)(7)-1T.

               "10-K Filing Deadline" has the meaning set forth in Section 13.5.

               "Termination Price" has the meaning set forth in Section 10.1(b).

               "Title Insurance Policy" means a title insurance policy
maintained with respect to a Mortgage Loan issued on the date of origination of
the related Mortgage Loan.

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

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

                                      -72-
<PAGE>

               "Transferor" means any Person who is disposing by Transfer any
Ownership Interest in a Certificate.

               "Trust" means the trust created pursuant to this Agreement, the
assets which consist of all the assets of REMIC I (including the Mortgage Loans
(other than Excess Interest), such amounts related thereto as shall from time to
time be held in the Certificate Account, the Distribution Account, the Reserve
Account, the Interest Reserve Account, the Insurance Policies, any REO
Properties or beneficial interests therein and other items referred to in
Section 2.1(a) hereof); REMIC II; REMIC III and funds or assets from time to
time on deposit in the Excess Interest Sub-account and any Excess Interest on
the Mortgage Loans. The Trust shall not include any Non-Serviced Companion
Mortgage Loan, any B Note, any interest of the holders of a B Note, any A/B Loan
Custodial Account, any Serviced Companion Mortgage Loan, any interest of the
holders of a Serviced Companion Mortgage Loan or any Serviced Companion Mortgage
Loan Custodial Account.

               "Trustee" means LaSalle Bank National Association, as trustee, or
its successor-in-interest, or if any successor trustee or any co-trustee shall
be appointed as herein provided, then "Trustee" shall also mean such successor
trustee (subject to Section 7.7 hereof) and such co-trustee (subject to Section
7.9 hereof), as the case may be.

               "Trustee Fee" means for each calendar month, as to each Mortgage
Loan (including REO Mortgage Loans and Defeasance Loans), the portion of the
Trustee Fee Rate applicable to such month (determined using the same interest
accrual methodology (other than the rate of accrual) that is applied with
respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied
by the Scheduled Principal Balance of each such Mortgage Loan immediately before
the Due Date occurring in such month; provided that a portion of the Trustee Fee
agreed upon between the Trustee and the Paying Agent shall be applied to pay the
Paying Agent Fee.

               "Trustee Fee Rate" means 0.00165% per annum (which includes the
Paying Agent Fee).

               "Trustee Mortgage File" means the mortgage documents listed in
the definition of "Mortgage File" hereof pertaining to a particular Mortgage
Loan (and, if applicable, the related Serviced Companion Mortgage Loan and the
related B Note) and any additional documents required to be added to the
Mortgage File pursuant to this Agreement; provided that whenever the term
"Trustee Mortgage File" is used to refer to documents actually received by the
Trustee or a Custodian on its behalf, such terms shall not be deemed to include
such documents required to be included therein unless they are actually so
received.

               "225 South Sixth Street Companion Loan" means, the loan that is
secured by the 225 South Sixth Street Pari Passu Mortgage on a pari passu basis
with the 225 South Sixth Street Pari Passu Loan and which is not included in the
Trust. The 225 South Sixth Street Companion Loan is not a "Mortgage Loan."

               "225 South Sixth Street Loan Group" means, collectively, the 225
South Sixth Street Pari Passu Loan and the 225 South Sixth Street Companion
Loan.

                                      -73-
<PAGE>

               "225 South Sixth Street Pari Passu Loan" means, the Mortgage Loan
designated as Mortgage Loan No. 2 on the Mortgage Loan Schedule and which is
secured on a pari passu basis with the 225 South Sixth Street Companion Loan
secured by the related Mortgaged Property pursuant to the 225 South Sixth Street
Pari Passu Mortgage. The 225 South Sixth Street Pari Passu Loan is a "Mortgage
Loan."

               "225 South Sixth Street Mortgage" means, the Mortgage securing
the 225 South Sixth Street Companion Loan and the 225 South Sixth Street Pari
Passu Loan.

               "Underwriter" means each of Bear, Stearns & Co. Inc. and Morgan
Stanley & Co. Incorporated or its successors in interest.

               "United States Tax Person" means any of (i) a citizen or resident
of the United States, (ii) corporation or partnership organized in or under the
laws of the United States, any State thereof or the District of Columbia, (iii)
an estate the income of which is includible in gross income for United States
tax purposes, regardless of its source or (iv) a trust if a court within the
United States is able to exercise primary supervision over the administration of
such trust, and one or more United States Tax Persons has the authority to
control all substantial decisions of such trust.

               "Unliquidated Advance" means any Advance previously made by a
party hereto that has been previously reimbursed to that party by the Trust as
part of a Workout-Delayed Reimbursement Amount pursuant to subsection (iii) of
Section 5.2(a)(II), but that has not been recovered from the Mortgagor or
otherwise from collections on or the proceeds of the Mortgage Loan or REO
Property in respect of which the Advance was made.

               "Unpaid Interest" means, on any Distribution Date with respect to
any Class of Interests or Certificates (other than the Residual Certificates),
the portion of Distributable Certificate Interest for such Class remaining
unpaid as of the close of business on the preceding Distribution Date.

               "Unrestricted Servicer Reports" means the following reports in
CMSA format (as in effect on the date hereof or as such formats may be changed
from time to time by the CMSA) in, and containing substantially the information
contemplated by, the forms attached hereto as part of Exhibit X prepared by the
Master Servicer (combining reports in such forms prepared by the Master Servicer
and the Special Servicer (with respect to Specially Serviced Mortgage Loans and
REO Properties)): (a) the following electronic files: (i) a Loan Setup File
(with respect to the initial Distribution Date only); and (ii) a Loan Periodic
Update File; and (b) the following supplemental reports: (i) a Delinquent Loan
Status Report, (ii) an Historical Loan Modification Report, (iii) an Historical
Liquidation Report, (iv) an REO Status Report, and (v) a CMSA Loan Level
Reserve/LOC Report.

               "Weighted Average REMIC I Net Mortgage Rate" means, with respect
to any Distribution Date, the weighted average of the REMIC I Net Mortgage Rates
for the REMIC I Regular Interests, weighted on the basis of their respective
Certificate Balances as of the close of business on the preceding Distribution
Date.

               "Wells Fargo" has the meaning set forth in the Preliminary
Statement hereto.


                                      -74-
<PAGE>

               "Wells Fargo Loans" means, collectively, those Mortgage Loans
sold to the Depositor pursuant to Mortgage Loan Purchase Agreement II and shown
on Schedule II hereto.

               "Workout-Delayed Reimbursement Amount" has the meaning set forth
in subsection (II)(i) of Section 5.2(a).

                "Work-Out Fee" means a fee payable with respect to any
Rehabilitated Mortgage Loan (other than any Non-Serviced Mortgage Loan),
Serviced Companion Mortgage Loan or B Note, equal to the product of (x) 1.0% and
(y) the amount of each collection of interest (other than default interest and
any Excess Interest) and principal received (including any Condemnation Proceeds
received and applied as a collection of such interest and principal) on such
Mortgage Loan, Serviced Companion Mortgage Loan or B Note for so long as it
remains a Rehabilitated Mortgage Loan.

               Section 1.2 Calculations Respecting Mortgage Loans.

               (a) Calculations required to be made by the Paying Agent pursuant
to this Agreement with respect to any Mortgage Loan, Serviced Companion Mortgage
Loan or B Note shall be made based upon current information as to the terms of
such Mortgage Loan, Serviced Companion Mortgage Loan and B Note and reports of
payments received from the Master Servicer on such Mortgage Loan, Serviced
Companion Mortgage Loan and B Note and payments to be made to the Paying Agent
as supplied to the Paying Agent by the Master Servicer. The Paying Agent shall
not be required to recompute, verify or recalculate the information supplied to
it by the Master Servicer and may conclusively rely upon such information in
making such calculations. If, however, a Responsible Officer of the Paying Agent
has actual knowledge of an error in the calculations, the Paying Agent shall
inform the Master Servicer of such error.

               (b) Unless otherwise required by law or the applicable Mortgage
Loan, Serviced Companion Mortgage Loan or B Note documents (or the related
Intercreditor Agreement or related Loan Pair Intercreditor Agreement, as
applicable), or as otherwise provided for in the definition of Liquidation
Realized Loss, any amounts (other than escrow and reserve deposits and
reimbursements of lender advances and expenses) received in respect of a
Mortgage Loan, a Serviced Companion Mortgage Loan or a B Note as to which a
default has occurred and is continuing shall be applied first to overdue
interest due with respect to such Mortgage Loan, Serviced Companion Mortgage
Loan or B Note at the Mortgage Rate thereof, next to current interest due with
respect to such Mortgage Loan, Serviced Companion Mortgage Loan or B Note at the
Mortgage Rate thereof, next to the reduction of the Principal Balance of such
Mortgage Loan, Serviced Companion Mortgage Loan or B Note to zero if such
Mortgage Loan, Serviced Companion Mortgage Loan or B Note has been accelerated
and in respect of any scheduled payments of principal then due to the extent
that such Mortgage Loan, Serviced Companion Mortgage Loan or B Note has not yet
been accelerated, next to any default interest and other amounts due on such
Mortgage Loan, Serviced Companion Mortgage Loan or B Note and finally to Late
Fees due with respect to such Mortgage Loan, Serviced Companion Mortgage Loan or
B Note. The foregoing allocations are intended to govern loan level allocations
but shall not govern allocations of such amounts at the trust level for the
purpose of determining Principal Distribution Amounts or Distributable
Certificate Interest.

                                      -75-
<PAGE>

               Section 1.3 Calculations Respecting Accrued Interest. Accrued
interest on any Certificate shall be calculated based upon a 360-day year
consisting of twelve 30-day months and Pass-Through Rates shall be carried out
to eight decimal places, rounded if necessary. All dollar amounts calculated
hereunder shall be rounded to the nearest penny.

               Section 1.4 Interpretation.

               (a) Whenever the Agreement refers to a Distribution Date and a
"related" Collection Period, Interest Accrual Period, Record Date, Due Date,
Report Date, Monthly Certificateholders Report, Special Servicer Remittance
Date, Master Servicer Remittance Date or Determination Date, such reference
shall be to the Collection Period, Interest Accrual Period, Record Date, Due
Date, Report Date, Special Servicer Remittance Date, Master Servicer Remittance
Date or Determination Date, as applicable, immediately preceding such
Distribution Date.

               (b) As used herein and in any certificate or other document made
or delivered pursuant hereto or thereto, accounting terms not defined in Section
1.1 shall have the respective meanings given to them under generally accepted
accounting principles or regulatory accounting principles, as applicable.

               (c) The words "hereof," "herein" and "hereunder," and words of
similar import, when used in this Agreement, shall refer to this agreement as a
whole and not to any particular provision of this Agreement, and references to
Sections, Schedules and Exhibits contained in this Agreement are references to
Sections, Schedules and Exhibits in or to this Agreement unless otherwise
specified.

               (d) Whenever a term is defined herein, the definition ascribed to
such term shall be equally applicable to both the singular and plural forms of
such term and to masculine, feminine and neuter genders of such term.

               (e) This Agreement is the result of arm's-length negotiations
between the parties and has been reviewed by each party hereto and its counsel.
Each party agrees that any ambiguity in this Agreement shall not be interpreted
against the party drafting the particular clause which is in question.

               Section 1.5 ARD Loans. Notwithstanding any provision of this
Agreement:

               (a) For the ARD Loans, the Excess Interest accruing as a result
of the step-up in the Mortgage Rate upon failure of the related Mortgagor to pay
the principal due on the Anticipated Repayment Date as specifically provided for
in the related Mortgage Note shall not be taken into account for purposes of the
definitions of "Appraisal Reduction," "Assumed Scheduled Payment," "Mortgage
Rate," "Purchase Price" and "Realized Loss."

               (b) Excess Interest shall constitute an asset of the Trust but
not an asset of any REMIC Pool.

               (c) Neither the Master Servicer nor the Special Servicer shall
take any enforcement action with respect to the payment of Excess Interest on
any Mortgage Loan unless the taking of such action is consistent with the
Servicing Standard and all other amounts due

                                      -76-
<PAGE>

under such Mortgage Loan have been paid, and, in the good faith and reasonable
judgment of the Master Servicer and the Special Servicer, as the case may be,
the Liquidation Proceeds expected to be recovered in connection with such
enforcement action will cover the anticipated costs of such enforcement action
and, if applicable, any associated interest thereon.

               (d) Liquidation Fees shall not be deemed to be earned on Excess
Interest.

               (e) With respect to an ARD Loan, after its Anticipated Repayment
Date, the Master Servicer or the Special Servicer, as the case may be, shall be
permitted, in its discretion, to waive in accordance with Section 8.18 and
Section 9.5 hereof, all or any accrued Excess Interest if, prior to the related
Maturity Date, the related Mortgagor has requested the right to prepay the
Mortgage Loan in full together with all payments required by the Mortgage Loan
in connection with such prepayment except for all or a portion of accrued Excess
Interest, provided that the Master Servicer's or the Special Servicer's
determination to waive the right to such accrued Excess Interest is in
accordance with the Servicing Standard and with Section 8.18 and Section 9.5
hereof. The Master Servicer or the Special Servicer, as the case may be, will
have no liability to the Trust, the Certificateholders or any other person so
long as such determination is based on such criteria.

               Section 1.6 Certain Matters with respect to Loan Pairs and A/B
Mortgage Loans.

               (a) The parties hereto acknowledge that, pursuant to the related
Loan Pair Intercreditor Agreement or the related Intercreditor Agreement, if a
Serviced Pari Passu Mortgage Loan or B Note, as applicable, is no longer part of
the Trust or is no longer serviced pursuant to the terms of this Agreement, the
holder of such Serviced Pari Passu Mortgage Loan or B Note, as applicable, shall
negotiate one or more new servicing agreements with the Master Servicer and the
Special Servicer, provided that, prior to entering into any such new servicing
agreement, the new holder of such Serviced Pari Passu Mortgage Loan or B Note,
as applicable, shall obtain and provide to the holder of the related Serviced
Companion Mortgage Loan and/or B Note written confirmation from each rating
agency then rating any securitization relating to such Serviced Companion
Mortgage Loan and/or B Note providing that such new servicing agreement will not
result in the downgrade, qualification or withdrawal of its then-current ratings
of any securities issued in such securitization; provided, that prior to such
time the Master Servicer and the Special Servicer shall continue to service the
related Loan Pair and/or A/B Mortgage Loan to the extent provided in the related
Loan Pair Intercreditor Agreement or the related Intercreditor Agreement, as
applicable.

               (b) For the avoidance of doubt and subject to subsection (a)
above, the parties acknowledge that the rights and duties of each of the Master
Servicer and the Special Servicer under Article VIII and Article IX and the
obligation of the Master Servicer to make Advances, insofar as such rights,
duties and obligations relate to any A/B Mortgage Loan (including both the
related A Note and the related B Note) or Loan Pair, shall terminate upon the
earliest to occur of the following with respect to such A/B Mortgage Loan or
Loan Pair, as the case may be: (i) any repurchase of or substitution for the
related A Note or Serviced Pari Passu Mortgage Loan by the applicable Seller
pursuant to Section 2.3, (ii) any purchase of the related A Note by the owner of
the related B Note pursuant to the terms of the related Intercreditor Agreement
and (iii) any payment in full of any and all amounts due (or deemed due) under
the related A Note or

                                      -77-
<PAGE>

Serviced Pari Passu Mortgage Loan (or its successor REO Mortgage Loan)
(including amounts to which the holder of such A Note or Serviced Pari Passu
Mortgage Loan is entitled under the related Intercreditor Agreement or related
Loan Pair Intercreditor Agreement), as applicable; provided, however, that this
statement shall not limit (A) the duty of the Master Servicer or the Special
Servicer to deliver or make available the reports otherwise required of it
hereunder with respect to the Collection Period in which such event occurs or
(B) the rights of the Master Servicer or the Special Servicer that may otherwise
accrue or arise in connection with the performance of its duties hereunder with
respect to such A/B Mortgage Loan or Loan Pair prior to the date on which such
event occurs.

               (c) In connection with any purchase described in clause (ii) of
subsection (b) or an event described in clause (iii) of subsection (b), the
Trustee, the Master Servicer and the Special Servicer shall each tender to (in
the case of a purchase under such clause (ii)) the related purchaser (provided
that the related purchaser shall have paid the full amount of the applicable
purchase price) or (in the case of such clause (iii)) to the holder of the
related Serviced Companion Mortgage Loan or B Note (if then still outstanding),
upon delivery to them of a receipt executed by such purchaser or holder, all
portions of the Mortgage File and other documents pertaining to such Loan Pair
or A/B Mortgage Loan, as applicable, possessed by it, and each document that
constitutes a part of the Mortgage File shall be endorsed or assigned to the
extent necessary or appropriate to such purchaser or holder (or the designee of
such purchaser or holder) in the same manner, and pursuant to appropriate forms
of assignment, substantially similar to the manner and forms pursuant to which
documents were previously assigned to the Trustee by the related Seller, but in
any event, without recourse, representation or warranty; provided that such
tender by the Trustee shall be conditioned upon its receipt from the Master
Servicer of a Request for Release. The Master Servicer shall, and is also hereby
authorized and empowered by the Trustee to, convey to such purchaser or such
holder any deposits then held in an Escrow Account relating to the applicable
A/B Mortgage Loan or Loan Pair. If a Serviced Pari Passu Mortgage Loan and the
related Serviced Companion Mortgage Loan or an A Note and the related B Note
under the applicable Mortgage Loan are then REO Mortgage Loans, then the Special
Servicer shall, and is also hereby authorized and empowered by the Trustee to,
convey to such purchaser or such holder, in each case, to the extent not needed
to pay or reimburse the Master Servicer, the Special Servicer or the Trustee in
accordance with this Agreement, deposits then held in the REO Account insofar as
they relate to the related REO Property.

               (d) If an expense under this Agreement relates, in the reasonable
judgment of the Master Servicer, the Special Servicer, the Trustee or the Paying
Agent, as applicable, primarily to the administration of the Trust or any REMIC
formed hereunder or to any determination respecting the amount, payment or
avoidance of any tax under the REMIC Provisions or the actual payment of any
REMIC tax or expense with respect to any REMIC formed hereunder, then such
expense shall not be allocated to, deducted or reimbursed from, or otherwise
charged against the holder of any Serviced Companion Mortgage Loan or B Note and
such holder shall not suffer any adverse consequences as a result of the payment
of such expense.

                                    ARTICLE II
                              DECLARATION OF TRUST;
                            ISSUANCES OF CERTIFICATES

                                      -78-
<PAGE>

               Section 2.1 Conveyance of Mortgage Loans.

               (a) Effective as of the Closing Date, the Depositor does hereby
assign in trust to the Trustee, without recourse, for the benefit of the
Certificateholders all the right, title and interest of the Depositor, in, to
and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule
including the related Mortgage Notes, Mortgages, security agreements and title,
hazard and other insurance policies, including all Qualifying Substitute
Mortgage Loans, all distributions with respect thereto payable after the Cut-Off
Date, the Mortgage File and all rights, if any, of the Depositor in the
Distribution Account, all REO Accounts, the Certificate Account, the Reserve
Account and the Interest Reserve Account, (ii) the Depositor's rights under each
Mortgage Loan Purchase Agreement that are permitted to be assigned to the
Trustee pursuant to Section 14 thereof, (iii) the Initial Deposit, (iv) the
Depositor's rights under any Intercreditor Agreement, Loan Pair Intercreditor
Agreement, Non-Serviced Mortgage Loan Intercreditor Agreement and the related
Non-Serviced Mortgage Loan Pooling and Servicing Agreement with respect to any
Non-Serviced Mortgage Loan and (v) all other assets included or to be included
in REMIC I for the benefit of REMIC II and REMIC III or the Class P Grantor
Trust for the benefit of the Class P Certificates. Such assignment includes all
interest and principal received or receivable on or with respect to the Mortgage
Loans and due after the Cut-Off Date. 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. In connection with the initial sale of the
Certificates by the Depositor, the purchase price to be paid includes a portion
attributable to interest accruing on the Certificates from and after the Cut-Off
Date. The transfer and assignment of any Non-Serviced Mortgage Loans to the
Trustee and the right to service such Mortgage Loans are subject to the terms
and conditions of the related Non-Serviced Mortgage Loan Pooling and Servicing
Agreement and the related Non-Serviced Mortgage Loan Intercreditor Agreement,
and the Trustee, by the execution and delivery of this Agreement, hereby agrees
that such Mortgage Loans remain subject to the terms of the related Non-Serviced
Mortgage Loan Intercreditor Agreement and, with respect to each Serviced Pari
Passu Mortgage Loan and Serviced Companion Mortgage Loan, the related Loan Pair
Intercreditor Agreement.

               (b) In connection with the Depositor's assignment pursuant to
Section 2.1(a) above, the Depositor shall direct, and hereby represents and
warrants that it has directed, each Seller pursuant to the applicable 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 hereunder, on or
before the Closing Date, the Mortgage Note for each Mortgage Loan so assigned,
endorsed to the Trustee as specified in clause (i) of the definition of
"Mortgage File." Each Seller is required, pursuant to the applicable Mortgage
Loan Purchase Agreement, to deliver to the Trustee the remaining documents
constituting the Mortgage File for each Mortgage Loan within the time period set
forth therein. None of the Trustee, the Paying Agent, any Custodian, the Master
Servicer or the Special Servicer shall be liable for any failure by any Seller
or the Depositor to comply with the document delivery requirements of the
Mortgage Loan Purchase Agreements and this Section 2.1(b).

                (c) The applicable Seller shall, at the expense of such Seller as
to each of its respective Mortgage Loans, promptly (and in any event within 45
days following the receipt thereof) cause to be submitted for recording or
filing (except with respect to any Mortgage that has been recorded in the name
of MERS or its designees), as the case may be, in the appropriate public office
for real property records or UCC financing statements, as appropriate, each

                                      -79-

<PAGE>

assignment to the Trustee referred to in clauses (iv), (vi)(B) and (ix)(B) of
the definition of "Mortgage File;" provided, if the related Mortgage and UCC
financing statements have been recorded in the name of MERS or its designee, no
such assignments will be required to be submitted for recording or filing and
instead, the applicable Seller has agreed in the applicable Mortgage Loan
Purchase Agreement to take all actions as are necessary to cause the Trustee to
be shown as, and the Trustee shall take all actions necessary to confirm that it
is shown as, the owner of the related Mortgage on the records of MERS for
purposes of the system of recording transfers of beneficial ownership of
mortgages maintained by MERS. Each such assignment shall reflect that it should
be returned by the public recording office to the Trustee following recording or
filing; provided that in those instances where the public recording office
retains the original Assignment of Mortgage, assignment of Assignment of Leases
or assignment of UCC financing statements, the applicable Seller shall obtain
therefrom a certified copy of the recorded original. The applicable Seller shall
forward copies thereof to the Trustee and the Special Servicer and, if recorded
in the name of MERS, shall deliver to the Master Servicer and the Special
Servicer, within 45 days of the Closing Date, evidence confirming that the
Trustee is shown as the owner on the record of MERS. If any such document or
instrument is lost or returned unrecorded or unfiled, as the case may be,
because of a defect therein, the applicable Seller shall, pursuant to the
applicable Mortgage Loan Purchase Agreement, promptly prepare or cause to be
prepared a substitute therefor or cure such defect, as the case may be, and
thereafter the applicable Seller shall upon receipt thereof cause the same to be
duly recorded or filed, as appropriate. After the applicable Seller has caused
the Trustee to be identified on the records of MERS as the owner of a Mortgage,
it shall be the sole responsibility of the Master Servicer to ensure that
subsequent relevant events relating to the Mortgage (as, for example,
assumptions and partial releases) are promptly and properly registered with MERS
throughout the term of the related Mortgage Loan for so long as the Mortgage
Loan is an asset of the Trust.

               The parties acknowledge the obligation of each Seller pursuant to
Section 2 of the related Mortgage Loan Purchase Agreement to deliver to the
Trustee, on or before the fifth Business Day after the Closing Date, five
limited powers of attorney substantially in the form attached as Exhibit C to
the Primary Servicing Agreement in favor of the Trustee and the Special Servicer
to empower the Trustee and, in the event of the failure or incapacity of the
Trustee, the Special Servicer, to submit for recording, at the expense of the
applicable Seller, any mortgage loan documents required to be recorded as set
forth in the preceding paragraph and any intervening assignments with evidence
of recording thereon that are required to be included in the Mortgage Files (so
long as original counterparts have previously been delivered to the Trustee).
The Sellers agree to reasonably cooperate with the Trustee and the Special
Servicer in connection with any additional powers of attorney or revisions
thereto that are requested by such parties for purposes of such recordation. The
Trustee and each other party hereto agrees that no such power of attorney shall
be used with respect to any Mortgage Loan by or under authorization by any party
hereto except to the extent that the absence of a document described in the
second preceding sentence with respect to such Mortgage Loan remains unremedied
as of the earlier of (i) the date that is 180 days following the delivery of
notice of such absence to the related Seller, but in no event earlier than 18
months from the Closing Date, and (ii) the date (if any) on which such Mortgage
Loan becomes a Specially Serviced Mortgage Loan. The Trustee shall submit such
documents for recording, at the related Seller's expense, after the periods set
forth above; provided, however, the Trustee shall not submit such assignments
for recording if

                                      -80-
<PAGE>

the applicable Seller produces evidence that it has sent any such assignment for
recording and certifies that it is awaiting its return from the applicable
recording office.

               (d) All relevant servicing or loan documents and records in the
possession of the Depositor or the Sellers that relate to the Mortgage Loans,
Serviced Companion Mortgage Loans or B Notes and that are not required to be a
part of a Mortgage File in accordance with the definition thereof shall be
delivered to the Master Servicer or the Primary Servicer on its behalf, on or
before the date that is 45 days following the Closing Date and shall be held by
the Master Servicer or the Primary Servicer on behalf of the Trustee in trust
for the benefit of the Certificateholders. To the extent delivered to the Master
Servicer or the Primary Servicer by the related Seller, the Servicer Mortgage
File, will include, to the extent required to be (and actually) delivered to the
applicable Seller pursuant to the applicable Mortgage Loan documents, copies of
the following items: the Mortgage Note, any Mortgage, the Assignment of Leases
and the Assignment of Mortgage, any guaranty/indemnity agreement, any loan
agreement, the insurance policies or certificates (as applicable), the property
inspection reports, any financial statements on the property, any escrow
analysis, the tax bills, the Appraisal, the environmental report, the
engineering report, the asset summary, financial information on the
Mortgagor/sponsor and any guarantors, any letters of credit, any intercreditor
agreement and any Environmental Insurance Policies. Delivery of any of the
foregoing documents to the Primary Servicer (or sub-servicer) shall be deemed
delivery to the Master Servicer and satisfy the Depositor's obligations under
this Section 2.1(d). None of the Master Servicer, the Special Servicer or the
Primary Servicer shall have any liability for the absence of any of the
foregoing items from the Servicing Mortgage File if such item was not delivered
by the related Seller.

               (e) In connection with the Depositor's assignment pursuant to
Section 2.1(a) above, the Depositor shall deliver to the Trustee on or before
the Closing Date a copy of a fully executed counterpart of each Mortgage Loan
Purchase Agreement, as in full force and effect on the Closing Date, which
Mortgage Loan Purchase Agreements shall contain the representations and
warranties made by the Sellers with respect to each related Mortgage Loan as of
the Closing Date.

               (f) In connection herewith, the Depositor has acquired the
Principal II Loans from Principal II, the Wells Fargo Loans from Wells Fargo,
the BSCMI Loans from BSCMI and the MSMC Loans from MSMC. The Depositor will
deliver or cause to be delivered the original Mortgage Notes (or lost note
affidavits with copies of the related Mortgage Notes, as set forth in the
definition of "Mortgage File") relating to the Principal II Loans to the
Trustee, endorsed as otherwise provided herein, to effect the transfer to the
Trustee of such Mortgage Notes and all related deeds of trust, mortgages and
other loan documents. The Depositor will deliver or cause to be delivered the
original Mortgage Notes (or lost note affidavits with copies of the related
Mortgage Notes, as set forth in

                                      -81-
<PAGE>

the definition of "Mortgage File") relating to the Wells Fargo Loans to the
Trustee, endorsed as otherwise provided herein, to effect the transfer to the
Trustee of such Mortgage Notes and all related deeds of trust, mortgages and
other loan documents. The Depositor will deliver or cause to be delivered the
original Mortgage Notes (or lost note affidavits with copies of the related
Mortgage Notes, as set forth in the definition of "Mortgage File") relating to
the BSCMI Loans to the Trustee, endorsed as otherwise provided herein, to effect
the transfer to the Trustee of such Mortgage Notes and all related deeds of
trust, mortgages and other loan documents. The Depositor will deliver or cause
to be delivered the original Mortgage Notes (or lost note affidavits with copies
of the related Mortgage Notes, as set forth in the definition of "Mortgage
File") relating to the MSMC Loans to the Trustee, endorsed as otherwise provided
herein, to effect the transfer to the Trustee of such Mortgage Notes and all
related deeds of trust, mortgages and other loan documents. To avoid the
unnecessary expense and administrative inconvenience associated with the
execution and recording of multiple assignment documents, Principal II, Wells
Fargo, BSCMI and MSMC, as applicable, are required under the Mortgage Loan
Purchase Agreements to deliver Assignments of Mortgages and assignments of
Assignments of Leases and assignments of UCC financing statements naming the
Trustee, on behalf of the Certificateholders, as assignee. Notwithstanding the
fact that the assignments shall name the Trustee, on behalf of the
Certificateholders, as the assignee, the parties hereto acknowledge and agree
that for all purposes the Principal II Loans shall be deemed to have been
transferred from Principal II to the Depositor, the Wells Fargo Loans shall be
deemed to have been transferred from Wells Fargo to the Depositor, the BSCMI
Loans shall be deemed to have been transferred from BSCMI to the Depositor and
the MSMC Loans shall be deemed to have been transferred from MSMC to the
Depositor, and all Mortgage Loans shall be deemed to have been transferred from
the Depositor to the Trustee on behalf of the Certificateholders.

               Section 2.2 Acceptance by Trustee. The Trustee will hold (i) the
documents constituting a part of the Mortgage Files delivered to it, (ii) the
REMIC I Regular Interests, and (iii) the REMIC II Regular Interests, in each
case, in trust for the use and benefit of all present and future
Certificateholders. To the extent that the contents of the Mortgage File for any
A Note relate to the corresponding B Note, the Trustee, or the Custodian on the
Trustee's behalf, will also hold such Mortgage File in trust for the benefit of
the holder of the related B Note; provided, that if a B Note remains outstanding
following payment in full of the amounts due under the related A Notes, the
Mortgage Loan documents relating to such A/B Mortgage Loan (exclusive of any
such documents related solely to the A Notes) shall be assigned to the holder of
the B Note or its designee. To the extent that the contents of the Mortgage File
for any Serviced Pari Passu Mortgage Loan relate to the corresponding Serviced
Companion Mortgage Loan, the Trustee, or the Custodian, on the Trustee's behalf,
will also hold such Mortgage File in trust for the benefit of the holder of the
related Serviced Companion Mortgage Loan.

               On the Closing Date in respect of the Initial Certification, and
within 75 days after the Closing Date in respect of the Final Certification, the
Trustee shall examine the Mortgage Files in its possession, and shall deliver to
the Depositor, the Sellers, the Master Servicer, the Special Servicer, the
Operating Adviser and the holder of any Serviced Companion Mortgage Loan a
certification (the "Initial Certification" and the "Final Certification",
respectively, in the respective forms set forth as Exhibit B-1 and Exhibit B-2
hereto), which shall be in electronic format (i) in the case of the Initial
Certification, as to each Mortgage Loan listed in the Mortgage Loan Schedule,
except as may be specified in the schedule of exceptions attached thereto, to
the effect that: (A) all documents pursuant to clause (i) of the definition of
"Mortgage File" are in its possession, (B) such documents have been reviewed by
it and have not been materially mutilated, damaged, defaced, torn or otherwise
physically altered, and such documents relate to such Mortgage Loan, and (C)
each Mortgage Note has been endorsed as provided in clause (i) of the definition
of "Mortgage File", and (ii) in the case of the Final Certification, as to each
Mortgage Loan listed in the Mortgage Loan Schedule, except as may be specified
in the schedule of exceptions attached thereto, to the effect that: (A) (I) all
documents pursuant to clauses (i), (ii), (iv), (v), (vi), (viii), (x) and (xii)
of the definition of "Mortgage File" required to be included in the Mortgage
File (to the extent required to be delivered pursuant to this Agreement and the

                                      -82-
<PAGE>

Primary Servicing Agreement), and with respect to all documents specified in the
other clauses of the definition of "Mortgage File" to the extent known by a
Responsible Officer of the Trustee to be required pursuant to this Agreement,
are in its possession, and (II) for each Mortgage recorded in the name of MERS
or its d