FORM OF CERTIFICATES

EXHIBIT 10.29

EXHIBIT A-5

[FORM OF CLASS E CERTIFICATE]

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH
BELOW.

THE RIGHTS OF HOLDERS OF THE CLASS E CERTIFICATES TO RECEIVE DISTRIBUTIONS OF
PRINCIPAL AND INTEREST IN RESPECT OF THE MORTGAGE LOANS WILL BE SUBORDINATED TO
THE RIGHTS OF HOLDERS OF THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS R AND
CLASS LR CERTIFICATES TO RECEIVE DISTRIBUTIONS OF INTEREST AND PRINCIPAL.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATES MAY NOT BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1)
TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A PROMULGATED UNDER THE 1933 ACT IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF
AVAILABLE) AND (B) BY SUBSEQUENT INVESTORS ASSET FORTH IN (A) ABOVE AND, IN
ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1),
(2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE 1933 ACT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND DELIVERY OF AN
OPINION OF COUNSEL, IF REQUIRED BY THE TRUSTEE, THE CERTIFICATE REGISTRAR OR THE
SELLER, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES.

NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE EXCEPT PURSUANT TO
AN APPLICABLE PROHIBITED TRANSACTION EXEMPTION ISSUED BY THE UNITED STATES
DEPARTMENT OF LABOR.

A-5-1

LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1994-1, CLASS E-1

evidencing a nonassessable, fully paid
percentage interest in a trust fund
which includes a pool of commercial mortgage loans

Pass-Through Rate: ____% No. E-1

Initial Certificate Principal
Amount: $19,145,000 First Distribution Date:
December 15, 1994

Original Class C Aggregate Final Scheduled
Certificate Principal Amount: Distribution Date:
$19,145,000 June 15, 2026

Cut-Off Date: November 1, 1994

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This certifies that LTC REMIC Corporation is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
initial Certificate Principal Amount of this Certificate by the Original Class E
Aggregate Certificate Principal Amount, each as noted on the face hereof) in the
Trust Fund, including the distributions to be made with respect to the Class E
Certificates. The Trust Fund, described more fully below, consists primarily of
Mortgage Loans held in trust by the Trustee and serviced by the Master Servicer
and the Special Servicer, as applicable. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to
the terms, provisions and conditions of the Agreement and is bound thereby.
Also issued under the Agreement are the Class A, Class B, Class C, Class D,
Class F, Class X-1, Class X-2, Class R and Class LR Certificates (together with
the Class E Certificates, the "Certificates") (the Holders of Certificates
issued under the Agreement are collectively referred to herein as
"Certificateholders").

This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of November 1, 1994 (the
"Agreement") among LTC REMIC Corporation, as Depositor, Marine Midland Bank, as
Trustee, Bankers Trust Company, as Master Servicer and LTC Properties, Inc., as
Originator and Special Servicer. In addition, LTC will be subservicer for the
Mortgage Loans pursuant to a subservicing agreement to be dated as of November
1, 1994 with Bankers Trust Company (in such capacity the "Subservicer"). To the
extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Agreement.

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR A DEPOSIT OR
OBLIGATION OF THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE SUBSERVICER OR THE TRUSTEE, OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE WILL NOT BE A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY PRIVATE
ENTITY.

This Certificate represents a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986 (the "Code").
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and to
take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income.

The Trustee makes no representation or warranty as to

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any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans and has caused to be executed and
authenticated this Certificate in its limited capacity as Trustee under the
Agreement.

Pursuant to the terms of the Agreement, the Paying Agent will
distribute, on the fifteenth day of each month or if any such fifteenth day is
not a Business Day, on the next succeeding Business Day (each such date, a
"Distribution Date"), commencing in December 1994, to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to
such Person's pro rata share (based on the Percentage Interest represented by
this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class E Certificates for
such Distribution Date, all as more fully described in the Agreement. The
amount of interest which accrues on this Certificate during an Interest Accrual
Period will be subject to reduction with respect to any Net Prepayment Interest
Shortfall allocated to the Class E Certificates, as described in the Agreement.

Interest will accrue on the outstanding Certificate Principal Amount
of this Certificate at the Pass-Through Rate specified on the face of this
Certificate. Interest will be calculated on the basis of a 360-day year of
twelve 30-day months. Interest accrued on this Certificate during an Interest
Accrual Period, plus the Outstanding Class Interest Shortfall with respect to
this Certificate, if any, will be payable on the related Distribution Date to
the extent provided in the Agreement. The "Interest Accrual Period" relating
to any Distribution Date is the one-month period from and including the first
day of the month preceding the month in which such Distribution Date occurs to
and including the last day of such month, commencing in November 1994.

With the exception of the final distribution in respect of this
Certificate, distributions on this Certificate will be made by the Paying Agent
without the presentation or surrender of this Certificate or the making of any
notation hereon, by check mailed by first-class mail to the address of the
Holder set forth in the Certificate Register, or, provided the Holder holds
Certificates the aggregate initial Certificate Principal Amount of which exceeds
$5,000,000 and has provided the Paying Agent with wire instructions in writing
at least five Business Days before the related Record Date, by wire transfer of
immediately available funds to the account of such Holder at a bank or other
entity located in the United States and having appropriate facilities therefor.
The final distribution on this Certificate will be made in like manner after
notice by the Trustee of the pendency of such distribution and only upon
presentation and

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surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Holders of such final distribution.

This Certificate is one of a duly authorized issue of Certificates
designated as LTC Commercial Mortgage Pass-Through Certificates, Series 1994-1
and represents a fractional undivided interest in a Trust Fund. As more fully
described in and subject to the limitations of the Agreement, the Trust Fund
will consist primarily of (i) such Mortgage Loans as from time to time are
subject to the Agreement, together with the Mortgage Files relating thereto;
(ii) all payments due on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the rights of the Trustee, Master Servicer and
Special Servicer under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to this Agreement and any proceeds thereof;
(vi) any Assignments of Leases, Rents and Profits; (vii) any guaranties given as
additional security for any Mortgage Loans; (viii) all assets deposited in the
Collection Account, the Distribution Account, the Upper-Tier Distribution
Account and the REO Account including reinvestment income; and (ix) the proceeds
of any of the foregoing.

This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Agreement.

As provided in the Agreement, withdrawals from the Collection Account
may be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including, among other
things, reimbursement or payment to the Master Servicer, the Special Servicer,
the Subservicer or the Trustee of certain expenses incurred or certain fees
earned by the Master Servicer, the Special Servicer or the Trustee, including,
without limitation, certain Nonrecoverable Advances.

This Certificate does not purport to summarize the Agreement, and
reference is made to the Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement, as amended from time to time, the holder of this Certificate by
virtue of the acceptance hereof assents and by which the holder of this
Certificate is bound.

As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate

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is registrable in the Certificate Register only upon surrender of this
Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its agent in the City of New York. The Trustee or
the Certificate Registrar may require that this Certificate be duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing. Thereupon, one or more new
Certificates of a like aggregate Percentage Interest in the same Class of
authorized denominations will be executed and authenticated by the Trustee and
delivered by the Certificate Registrar to the designated transferee or
transferees.

Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the
Subservicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, Master Servicer, the Special
Servicer, the Subservicer, the Trustee, the Certificate Registrar or any agent
of any of them shall be affected by notice to the contrary.

As provided in the Agreement and subject to certain limitations herein
set forth, this Certificate is exchangeable for other Certificates of the same
Class of authorized denominations of like aggregate Percentage Interests, as
requested by the Holder surrendering the same.

No service charge will be made to a Certificateholder for any such
registration of transfer or exchange, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Special Servicer and the Trustee with the consent of the Holders
of Class A, Class B, Class C, Class D, Class E, Class F, Class R, Class LR,
Class X-1 and Class X-2 Certificates representing not less than 66-2/3% of the
Voting Rights allocated to each such Class of the Certificates affected by the
amendment. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificates issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof in
certain circumstances without the consent of

A-5-6

the Holders of any of the Certificates, provided that such amendment would not
adversely affect in any material respect the interests of any Certificateholder.

Each of the Master Servicer, any Holder of a Class LR Certificate and,
if all the Mortgage Loans are then Specially Serviced Mortgage Loans, the
Special Servicer, may at its option, upon not less than 30 days' prior notice
given to the Trustee, repurchase the Mortgage Loans and thereby effect an early
termination of the Trust Fund on any Distribution Date after the date on which
the aggregate Certificate Principal Amount of the Certificates is reduced to
less than 10% of the initial aggregate Certificate Principal Amount of the
Certificates, all, but not less than all, of the Mortgage Loans then included in
the Trust Fund, and all property acquired in respect of any Mortgage Loans, may
be repurchased at a purchase price, payable in cash, equal to not less than the
greater of:

(i) the sum of (without duplication of any amount in clauses (A)
through (E) below):

(A) 100% of the unpaid principal balance of each Mortgage Loan
included in the Trust Fund as of the Early Termination Determination
Date;

(B) all unpaid interest accrued on such principal balance of
each such Mortgage Loan at the related Mortgage Interest Rate Interest
Rate to such Early Termination Determination Date; and

(C) the fair market value of all other property included in the
Trust Fund as of such Early Termination Determination Date; and

(D) all unreimbursed P&I Advances, unreimbursed Servicing
Advances and interest thereon at the Advance Rate; and

(E) all unreimbursed Servicing Fees, Special Servicing Fees and
Trustee Fees; and

(ii) the aggregate fair market value (determined in accordance with
Section 9.01(d)(ii)(B) of the Agreement) of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the Trust Fund,
as of the date of purchase.

The obligations created by the Agreement shall terminate upon the
earliest to occur of (i) the repurchase of all Mortgage Loans by the Master
Servicer, any Holder of a Class LR Certificate or the Special Servicer as
described above; (ii) the

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later of (a) the distribution to Certificateholders of final payment with
respect to the last outstanding Mortgage Loan or (b) the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure with respect
to the last outstanding Mortgage Loan and the remittance to the
Certificateholders of all funds due under the Agreement; or (iii) the sale of
assets of the Trust Fund after the Certificate Principal Amounts of all the
Certificates have been reduced to zero under circumstances set forth in the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the last surviving
descendant of a certain individual named in the Agreement living on the date
thereof.

Unless the Certificate of Authentication on this Certificate has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

IN WITNESS WHEREOF, the Authenticating Agent has caused this
Certificate to be duly executed.

BANKERS TRUST COMPANY,
As Authenticating Agent

By:__________________________________________
Authorized Signatory

Certificate of Authentication

This is one of the Class E Certificates referred to in the Agreement.

Dated: November 29, 1994

BANKERS TRUST COMPANY
as Authenticating Agent

By:__________________________________________
Authorized Officer

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ASSIGNMENT

FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s),
assign(s) and transfer(s) unto ________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_________________________ (please print or typewrite name(s) and address(es),
including postal zip code(s) of assignee(s)) ("Assignee(s)") the entire
Percentage Interest represented by the Class E Certificate and hereby authorize
(i) the registration of transfer of such interest to Assignee(s) on the
Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class E
Certificate of the entire Percentage Interest represented by the within Class E
Certificates to the above-named Assignee(s) and to deliver such Class E
Certificate to the following address:

_______________________________________________________________________________
_______________________________________________________________________________

Date:_______________________ ____________________________
Signature by or on behalf
of Assignor(s)

____________________________
Taxpayer Identification Number

A-5-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of
distribution:

Address of the Assignee(s) for the purpose of receiving notices and
distributions:_________________________________________________________________
_______________________________________________________________________________

Distributions, if be made by wire transfer in immediately available funds to
_______________________________________________________________________________
_______________________________________________________________________________
for the account of_____________________________________________________________
account number_________________________________________________________________

This information is provided by _______________________________________________
the Assignee(s) named above, or _______________________________________________
as its (their) agent.

By____________________________________________________

______________________________________________________
[Please print or type name(s))

______________________________________________________
Title

______________________________________________________
Taxpayer Identification Number

A-5-10

EXHIBIT A-6

[FORM OF CLASS F CERTIFICATE]

PRINCIPAL PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH
HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS CERTIFICATE AT
ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE PRINCIPAL AMOUNT SET FORTH
BELOW.

THE RIGHTS OF HOLDERS OF THE CLASS F CERTIFICATES TO RECEIVE DISTRIBUTIONS OF
PRINCIPAL AND INTEREST IN RESPECT OF THE MORTGAGE LOANS WILL BE SUBORDINATED TO
THE RIGHTS OF HOLDERS OF THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS E, CLASS
R AND CLASS LR CERTIFICATES TO RECEIVE DISTRIBUTIONS OF INTEREST AND PRINCIPAL.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATES MAY NOT BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1)
TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A PROMULGATED UNDER THE 1933 ACT IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF
AVAILABLE) AND (B) BY SUBSEQUENT INVESTORS AS SET FORTH IN (A) ABOVE AND, IN
ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1),
(2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE 1933 ACT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND DELIVERY OF
OPINION OF COUNSEL, IF REQUIRED BY THE TRUSTEE, THE CERTIFICATE REGISTRAR OR
THE SELLER, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
ANY STATE OF THE UNITED STATES.

NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE EXCEPT PURSUANT TO
AN APPLICABLE PROHIBITED TRANSACTION EXEMPTION ISSUED BY THE UNITED STATES
DEPARTMENT OF LABOR.

A-6-1

LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1994-1, CLASS F-1

evidencing a nonassessable, fully paid
percentage interest in a trust fund
which includes a pool of commercial mortgage loans

Pass-Through Rate: ____% No. F-1

Initial Certificate Principal
Amount: $19,148,788 First Distribution Date:
December 15, 1994

Original Class C Aggregate Final Scheduled
Certificate Principal Amount: Distribution Date:
$19,148,788 June 15, 2026

Cut-Off Date: November 1, 1994

A-6-2

This certifies that LTC REMIC Corporation is the registered owner of
the Percentage Interest evidenced by this Certificate (obtained by dividing the
initial Certificate Principal Amount of this Certificate by the Original Class F
Aggregate Certificate Principal Amount, each as noted on the face hereof) in the
Trust Fund, including the distributions to be made with respect to the Class F
Certificates. The Trust Fund, described more fully below, consists primarily of
Mortgage Loans held in trust by the Trustee and serviced by the Master Servicer
and the Special Servicer, as applicable. The Trust Fund was created, and the
Mortgage Loans are to be serviced, pursuant to the Agreement (as defined below).
The Holder of this Certificate, by virtue of the acceptance hereof, assents to
the terms, provisions and conditions of the Agreement and is bound thereby.
Also issued under the Agreement are the Class A, Class B, Class C, Class D,
Class E, Class F, Class X-1, Class X-2, Class R and Class LR Certificates
(together with the Class F Certificates, the "Certificates") (the Holders of
Certificates issued under the Agreement are collectively referred to herein as
"Certificateholders").

This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of November 1, 1994 (the
"Agreement") among LTC REMIC Corporation, as Depositor, Marine Midland Bank, as
Trustee, Bankers Trust Company, as Master Servicer and LTC Properties, Inc., as
Originator and Special Servicer. In addition, LTC will be subservicer for the
Mortgage Loans pursuant to a subservicing agreement to be dated as of November
1, 1994 with Bankers Trust Company (in such capacity the "Subservicer"). To the
extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Agreement.

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR A DEPOSIT OR
OBLIGATION OF THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER, THE SUBSERVICER OR THE TRUSTEE, OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE WILL NOT BE A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY PRIVATE
ENTITY.

This Certificate represents a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986 (the "Code").
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and to
take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income.

The Trustee makes no representation or warranty as to

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any of the statements contained herein or the validity or sufficiency of the
Certificates or the Mortgage Loans and has caused to be executed and
authenticated this Certificate in its limited capacity as Trustee under the
Agreement.

Pursuant to the terms of the Agreement, the Paying Agent will
distribute, on the fifteenth day of each month or if any such fifteenth day is
not a Business Day, on the next succeeding Business Day (each such date, a
"Distribution Date"), commencing in December 1994, to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to
such Person's pro rata share (based on the Percentage Interest represented by
this Certificate) of that portion of the aggregate amount of principal and
interest then distributable, if any, allocable to the Class F Certificates for
such Distribution Date, all as more fully described in the Agreement. The
amount of interest which accrues on this Certificate during an Interest Accrual
Period will be subject to reduction with respect to any Net Prepayment Interest
Shortfall allocated to the Class F Certificates, as described in the Agreement.

Interest will accrue on the outstanding Certificate Principal Amount
of this Certificate at the Pass-Through Rate specified on the face of this
Certificate. Interest will be calculated on the basis of a 360-day year of
twelve 30-day months. Interest accrued on this Certificate during an Interest
Accrual Period, plus the Outstanding Class Interest Shortfall with respect to
this Certificate, if any, will be payable on the related Distribution Date to
the extent provided in the Agreement. The "Interest Accrual Period" relating
to any Distribution Date is the one-month period from and including the first
day of the month preceding the month in which such Distribution Date occurs to
and including the last day of such month, commencing in November 1994.

With the exception of the final distribution in respect of this
Certificate, distributions on this Certificate will be made by the Paying Agent
without the presentation or surrender of this Certificate or the making of any
notation hereon, by check mailed by first-class mail to the address of the
Holder set forth in the Certificate Register, or, provided the Holder holds
Certificates the aggregate initial Certificate Principal Amount of which exceeds
$5,000,000 and has provided the Paying Agent with wire instructions in writing
at least five Business Days before the related Record Date, by wire transfer of
immediately available funds to the account of such Holder at a bank or other
entity located in the United States and having appropriate facilities therefor.
The final distribution on this Certificate will be made in like manner after
notice by the Trustee of the pendency of such distribution and only upon
presentation and

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surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Holders of such final distribution.

This Certificate is one of a duly authorized issue of Certificates
designated as LTC Commercial Mortgage Pass-Through Certificates, Series 1994-1
and represents a fractional undivided interest in a Trust Fund. As more fully
described in and subject to the limitations of the Agreement, the Trust Fund
will consist primarily of (i) such Mortgage Loans as from time to time are
subject to the Agreement, together with the Mortgage Files relating thereto;
(ii) all payments due on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the rights of the Trustee, Master Servicer and
Special Servicer under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to this Agreement and any proceeds thereof;
(vi) any Assignments of Leases, Rents and Profits; (vii) any guaranties given as
additional security for any Mortgage Loans; (viii) all assets deposited in the
Collection Account, the Distribution Account, the Upper-Tier Distribution
Account and the REO Account including reinvestment income; and (ix) the proceeds
of any of the foregoing.

This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Agreement.

As provided in the Agreement, withdrawals from the Collection Account
may be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including, among other
things, reimbursement or payment to the Master Servicer, the Special Servicer,
the Subservicer or the Trustee of certain expenses incurred or certain fees
earned by the Master Servicer, the Special Servicer or the Trustee, including,
without limitation, certain Nonrecoverable Advances.

This Certificate does not purport to summarize the Agreement, and
reference is made to the Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement, as amended from time to time, the holder of this Certificate by
virtue of the acceptance hereof assents and by which the holder of this
Certificate is bound.

As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate

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is registrable in the Certificate Register only upon surrender of this
Certificate for registration of transfer at the office of the Certificate
Registrar or at the office of its agent in the City of New York. The Trustee or
the Certificate Registrar may require that this Certificate be duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing. Thereupon, one or more new
Certificates of a like aggregate Percentage Interest in the same Class of
authorized denominations will be executed and authenticated by the Trustee and
delivered by the Certificate Registrar to the designated transferee or
transferees.

Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the
Subservicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, Master Servicer, the Special
Servicer, the Subservicer, the Trustee, the Certificate Registrar or any agent
of any of them shall be affected by notice to the contrary.

As provided in the Agreement and subject to certain limitations herein
set forth, this Certificate is exchangeable for other Certificates of the same
Class of authorized denominations of like aggregate Percentage Interests, as
requested by the Holder surrendering the same.

No service charge will be made to a Certificateholder for any such
registration of transfer or exchange, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Special Servicer and the Trustee with the consent of the Holders
of Class A, Class B, Class C, Class D, Class E, Class F, Class R, Class LR,
Class X-1 and Class X-2 Certificates representing not less than 66-2/3% of the
Voting Rights allocated to each such Class of the Certificates affected by the
amendment. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificates issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof in
certain circumstances without the consent of

A-6-7

the Holders of any of the Certificates, provided that such amendment would not
adversely affect in any material respect the interests of any Certificateholder.

Each of the Master Servicer, any Holder of a Class LR Certificate and,
if all the Mortgage Loans are then Specially Serviced Mortgage Loans, the
Special Servicer, may at its option, upon not less than 30 days' prior notice
given to the Trustee, repurchase the Mortgage Loans and thereby effect an early
termination of the Trust Fund on any Distribution Date after the date on which
the aggregate Certificate Principal Amount of the Certificates is reduced to
less than 10% of the initial aggregate Certificate Principal Amount of the
Certificates, all, but not less than all, of the Mortgage Loans then included in
the Trust Fund, and all property acquired in respect of any Mortgage Loans, may
be repurchased at a purchase price, payable in cash, equal to not less than the
greater of:

(i) the sum of (without duplication of any amount in clauses (A)
through (E) below):

(A) 100% of the unpaid principal balance of each Mortgage Loan
included in the Trust Fund as of the Early Termination Determination
Date;

(B) all unpaid interest accrued on such principal balance of
each such Mortgage Loan at the related Mort gage Interest Rate
Interest Rate to such Early Termination Determination Date; and

(C) the fair market value of all other property included in the
Trust Fund as of such Early Termination Determination Date; and

(D) all unreimbursed P&I Advances, unreimbursed Servicing
Advances and interest thereon at the Advance Rate; and

(E) all unreimbursed Servicing Fees, Special Servicing Fees and
Trustee Fees; and

(ii) the aggregate fair market value (determined in accordance with
Section 9.01(d)(ii)(B) of the Agreement) of the Mortgage Loans, and all
other property acquired in respect of any Mortgage Loan in the Trust Fund,
as of the date of purchase.

The obligations created by the Agreement shall terminate upon the
earliest to occur of (i) the repurchase of all Mortgage Loans by the Master
Servicer, any Holder of a Class LR Certificate or the Special Servicer as
described above; (ii) the

A-6-7

later of (a) the distribution to Certificateholders of final payment with
respect to the last outstanding Mortgage Loan or (b) the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure with respect
to the last outstanding Mortgage Loan and the remittance to the
Certificateholders of all funds due under the Agreement; or (iii) the sale of
assets of the Trust Fund after the Certificate Principal Amounts of all the
Certificates have been reduced to zero under circumstances set forth in the
Agreement. In no event, however, will the trust created by the Agreement
continue beyond the expiration of 21 years from the death of the last surviving
descendant of a certain individual named in the Agreement living on the date
thereof.

Unless the Certificate of Authentication on this Certificate has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

IN WITNESS WHEREOF, the Authenticating Agent has caused this
Certificate to be duly executed.


BANKERS TRUST COMPANY,
As Authenticating Agent

By:__________________________________________
Authorized Signatory

Certificate of Authentication

This is one of the Class F Certificates referred to in the Agreement.

Dated: November 29, 1994

BANKERS TRUST COMPANY,
as Authenticating Agent

By:__________________________________________
Authorized Officer

A-6-8

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned ("Assignor(s)") hereby sell(s),
assign(s) and transfer(s) unto _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(please print or typewrite name(s) and address(es), including postal zip code(s)
of assignee(s)) ("Assignee(s)") the entire Percentage Interest represented by
Class A Certificate and hereby authorize(s) registration of transfer of such
interest to Assignee(s) the Certificate Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class A
Certificate of the entire Percentage Interest represented by the within Class A
Certificates to the above-named Assignee(s) and to deliver such Class A
Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________

Date:________________________ ___________________________
Signature by or on behalf
of Assignor(s)

___________________________
Taxpayer Identification Number

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of
distribution:

Address of the Assignee(s) for the purpose of receiving notices and
distributions:__________________________________________________________________
________________________________________________________________________________

Distributions, if be made by wire transfer in immediately available funds to
________________________________________________________________________________
________________________________________________________________________________
for the account of _____________________________________________________________
account number _________________________________________________________________

This information is provided by ________________________________________________
the Assignee(s) named above, or ________________________________________________
as its (their) agent.

By________________________________________________


__________________________________________________
[Please print or type name(s)]

__________________________________________________
Title

__________________________________________________
Taxpayer Identification Number

A-6-10

EXHIBIT A-7


FORM OF CLASS X-1 CERTIFICATES

THE RIGHTS OF HOLDERS OF THE CLASS X-1 CERTIFICATES TO RECEIVE DISTRIBUTIONS OF
INTEREST IN RESPECT OF THE MORTGAGE LOANS WILL BE SUBORDINATED TO THE RIGHTS OF
HOLDERS OF THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS E, CLASS R AND CLASS LR
CERTIFICATES TO RECEIVE DISTRIBUTIONS OF INTEREST AND PRINCIPAL.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATES MAY NOT BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1)
TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A PROMULGATED UNDER THE 1933 ACT IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF
AVAILABLE) AND (B) BY SUBSEQUENT INVESTORS AS SET FORTH IN (A) ABOVE AND, IN
ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1),
(2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE 1933 ACT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT AND DELIVERY OF AN
OPINION OF COUNSEL, IF REQUIRED BY THE TRUSTEE, THE CERTIFICATE REGISTRAR OR THE
SELLER, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES.

NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN
OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE EXCEPT PURSUANT TO
AN APPLICABLE PROHIBITED TRANSACTION EXEMPTION ISSUED BY THE UNITED STATES
DEPARTMENT OF LABOR.

A-7-1

LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1994-1, CLASS X-1


evidencing a nonassessable, fully paid
percentage interest in a trust fund
which includes a pool of commercial mortgage loans


No. X-1


Percentage Interest evidenced First Distribution Date
by this Certificate: 100%
December 15, 1994


Final Scheduled
Distribution Date:
June 15, 2026

Cut-Off Date: November 1, 1994

A-7-2

This certifies that LTC REMIC Corporation, is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly Distributions
to Holders of Class X-1 Certificates with respect to the Trust Fund. The Trust
Fund, described more fully below, consists primarily of Mortgage Loans held in
trust by the Trustee and serviced by the Master Servicer and the Special
Servicer, as applicable. The Trust Fund was created, and the Mortgage Loans are
to be serviced, pursuant to the Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Agreement and is bound thereby. Also issued
under the Agreement are Class A, Class B, Class C, class D, Class E, Class F,
Class X-2, Class R and Class LR Certificates (together with the Class X-1
Certificates, the "Certificates") (the Holders of Certificates issued under the
Agreement are collectively referred to herein as "Certificateholders").

This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of November 1, 1994 (the
"Agreement") among LTC REMIC Corporation, as Depositor, Marine Midland Bank, as
Trustee, Bankers Trust Company, as Master Servicer and LTC Properties, Inc., as
Originator and Special Servicer. In addition, LTC will be subservicer for the
Mortgage Loans pursuant to a subservicing agreement to be dated as of November
1, 1994 with Bankers Trust Company (in such capacity the "Subservicer"). To the
extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Agreement.

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR A DEPOSIT OR
OBLIGATION OF THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER THE SUBSERVICER OR THE TRUSTEE, OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE WILL NOT BE A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY PRIVATE
ENTITY.

This Certificate represents a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986 (the "Code").
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and to
take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income.

The Trustee makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has caused to be executed and authenticated this
Certificate in its limited

A-7-3

capacity as Trustee under the Agreement.

Pursuant to the terms of the Agreement, the Paying Agent will
distribute, on the fifteenth day of each month or if any such fifteenth day is
not a Business Day, on the next succeeding Business Day (each such date, a
"Distribution Date"), commencing in December 1994, to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to
such Person's pro rata share (based on the Percentage Interest represented by
this Certificate) of that portion of the aggregate amount of interest then
distributable, if any allocable to the Class X-1 Certificates for such
Distribution Date, all as more fully described in the Agreement. The Class X-1
Certificates are not entitled to receive distributions of principal. Interest
will accrue on the Class X-1 Certificates during each Interest Accrual Period in
an amount equal to a portion of the interest accrued on each Mortgage Loan
during the related Mortgage Loan Due Period equal to interest accrued on such
Mortgage Loan during such period at a rate per annum equal to the excess of the
Net Mortgage Interest Rate of such Mortgage Loan over 10.00%, calculated on the
basis of the actual number of days for which interest accrues on such Mortgage
Loan during the related Mortgage Loan Due Period according to the terms of such
Mortgage Loan and a 360-day year. The amount of interest which accrues on this
Certificate during an Interest Accrual Period will be subject to reduction with
respect to any Net Prepayment Interest Shortfall allocated to the Class X-1
Certificates, as described in the Agreement.

Interest will be calculated on the basis of a 360-day year of twelve
30-day months. Interest accrued on this Certificate during an Interest Accrual
Period, plus the Outstanding Class Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Agreement. The "Interest Accrual Period" relating to any
Distribution Date is the one-month period from and including the first day of
the month preceding the month in which such Distribution Date occurs to and
including the last day of such month, commencing in November 1994.

With the exception of the final distribution in respect of this
Certificate, distributions on this Certificate will be made by the Paying Agent
without the presentation or surrender of this Certificate or the making of any
notation hereon, by check mailed by first-class mail to the address of the
Holder set forth in the Certificate Register, or, provided the Holder holds
Certificates the aggregate initial Notional Amount of which exceeds $5,000,000
and has provided the Paying Agent with wire instructions in writing at least
five Business Days before the related Record Date, by wire transfer of
immediately available funds to the account of such Holder at a bank or other
entity

A-7-4

located in the United States and having appropriate facilities therefor. The
final distribution on this Certificate will be made in like manner after notice
by the Trustee of the pendency of such distribution and only upon presentation
and surrender of this Certificate at the Corporate Trust Office or such other
location specified in the notice to Holders of such final distribution.

This Certificate is one of a duly authorized issue of Certificates
designated as LTC Commercial Mortgage Pass-Through Certificates, Series 1994-1
and represents a fractional undivided interest in a Trust Fund. As more fully
described in and subject to the limitations of the Agreement, the Trust Fund
will consist primarily of (i) such Mortgage Loans as from time to time are
subject to the Agreement, together with the Mortgage Files relating thereto;
(ii) all payments due on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the rights of the Trustee, Master Servicer and
Special Servicer under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to this Agreement and any proceeds thereof;
(vi) any Assignments of Leases, Rents and Profits; (vii) any guaranties given as
additional security for any Mortgage Loans; (viii) all assets deposited in the
Collection Account, the Distribution Account, the Upper-Tier Distribution
Account and the REO Account including reinvestment income; and (ix) the proceeds
of any of the foregoing.

This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Agreement.

As provided in the Agreement, withdrawals from the Collection Account
may be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including, among other
things, reimbursement or payment to the Master Servicer, the Special Servicer,
the Subservicer or the Trustee of certain expenses incurred or certain fees
earned by the Master Servicer, the Special Servicer or the Trustee, including,
without limitation, certain Nonrecoverable Advances.

This Certificate does not purport to summarize the Agreement, and
reference is made to the Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the
rights, duties and immunities of the Trustee. This Certificate is issued under
and is subject to the terms, provisions and conditions of the Agreement, to
which Agreement, as amended from time to time, the holder of this Certificate by
virtue of the acceptance hereof assents and

A-7-5

by which the holder of this Certificate is bound.

As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register only upon surrender of this Certificate for registration of
transfer at the office of the Certificate Registrar or at the office of its
agent in the City of New York. The Trustee or the Certificate Registrar may
require that this Certificate be duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing. Thereupon, one or more new Certificates of a like
aggregate Percentage Interest in the same Class of authorized denominations will
be executed and authenticated by the Trustee and delivered by the Certificate
Registrar to the designated transferee or transferees.

Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the
Subservicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, Master Servicer, the Special
Servicer, the Subservicer, the Trustee, the Certificate Registrar, any Paying
Agent or any agent of any of them shall be affected by notice to the contrary.

As provided in the Agreement and subject to certain limitations herein
set forth, this Certificate is exchangeable for other Certificates of the same
Class of authorized denominations of like aggregate Percentage Interests, as
requested by the Holder surrendering the same.

No service charge will be made to a Certificateholder for any such
registration of transfer or exchange, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Special Servicer and the Trustee with the consent of the Holders
of Class A, Class B, Class C, Class D, Class E, Class F, Class R, Class LR,
Class X-1 and Class X-2 Certificates representing not less than 66-2/3% of the
Voting Rights allocated to each such Class of the Certificates affected by the
amendment. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any

A-7-7

Certificates issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Certificate.
The Agreement also permits the amendment thereof in certain circumstances
without the consent of the Holders of any of the Certificates, provided that
such amendment would not adversely affect in any material respect the interests
of any Certificateholder.

Each of the Master Servicer, any Holder of a Class LR Certificate and,
if all the Mortgage Loans are then Specially Serviced Mortgage Loans, the
Special Servicer, may at its option, upon not less than 30 days' prior notice
given to the Trustee, repurchase the Mortgage Loans and thereby effect an early
termination of the Trust Fund on any Distribution Date after the date on which
the aggregate Certificate Principal Amount of the Certificates is reduced to
less than 10% of the initial aggregate Certificate Principal Amount of the
Certificates. All, but not less than all, of the Mortgage Loans then included
in the Trust Fund, and all property acquired in respect of any Mortgage Loans
may be repurchased at a purchase price, payable in cash, equal to not less than
the greater of:

(i) the sum of (without duplication of any amount in clauses (A)
through (E) below):

(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the Early Termination
Determination Date;

(B) all unpaid interest accrued on such principal balance
of each such Mortgage Loan at the related Mortgage Interest Rate
Interest Rate to such Early Termination Determination Date; and

(C) the fair market value of all other property included in
the Trust Fund as of such Early Termination Determination Date; and

(D) all unreimbursed P&I Advances, unreimbursed Servicing
Advances and interest thereon at the Advance Rate; and

(E) all unreimbursed Servicing Fees, Special Servicing Fees
and Trustee Fees; and

(ii) the aggregate fair market value (determined in accordance with
Section 9.01(d)(ii)(B) of the Agreement) of the Mortgage Loans, and all
other property acquired in re spect of any Mortgage Loan or Underlying
Certificate in the Trust Fund, as of the date of purchase.

A-7-7

The obligations created by the Agreement shall terminate upon the
earliest to occur of (i) the repurchase of all Mortgage Loans by the Master
Servicer, any Holder of a Class LR Certificate or the Special Servicer as
described above; (ii) the later of (a) the distribution to Certificateholders of
final payment with respect to the last outstanding Mortgage Loan or (b) the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure with respect to the last outstanding Mortgage Loan and the
remittance to the Certificateholders of all funds due under the Agreement; or
(iii) the sale of assets of the Trust Fund after the Certificate Principal
Amounts of all the Certificates have been reduced to zero under circumstances
set forth in the Agreement. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
surviving descendant of a certain individual named in the Agreement living on
the date thereof.

Unless the Certificate of Authentication on this Certificate has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

A-7-8

IN WITNESS WHEREOF, the Authenticating Agent has caused this
Certificate to be duly executed.

BANKERS TRUST COMPANY,
As Authenticating Agent


By:___________________________
Authorized Signatory


Certificate of Authentication

This is one of the Class X-1 Certificates referred to in the
Agreement.


Dated: November 29, 1994

BANKERS TRUST COMPANY,
as Authenticating Agent


By:____________________________
Authorized Officer

A-7-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of
distribution:

Address of the Assignee(s) for the purpose of receiving notices and
distributions:
________________________________________________________________________________
________________________________________________________________________________

Distributions, if be made by wire transfer in immediately available funds to____
________________________________________________________________________________
________________________________________________________________________________
or the account of ______________________________________________________________
account number _________________________________________________________________

This information is provided by ________________________ the Assignee(s) named
above, or _________________________ as its (their) agent.

By________________________________________



__________________________________________
[Please print or type name(s)]


__________________________________________
Title


__________________________________________
Taxpayer Identification Number

A-7-10

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned ("Assignor(s)" hereby sell(s),
assign(s) and transfer(s) unto _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
__________________ (please print or typewrite name(s) and address(es), including
postal zip code(s) of assignee(s)) ("Assignee(s)") the entire Percentage
Interest represented by the Class X-1 Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate
Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class
X-1 Certificate of the entire Percentage Interest represented by the within
Class X-1 Certificates to the above-named Assignee(s) and to deliver such Class
X-1 Certificate to the following address:


________________________________________________________________________________
________________________________________________________________________________

Date:________________________ _______________________________
Signature by or on behalf of
Assignor(s)


_______________________________
Taxpayer Identification Number

A-7-11

EXHIBIT A-8


FORM OF CLASS X-2 CERTIFICATE

THE RIGHTS OF HOLDERS OF THE CLASS X-2 CERTIFICATES TO RECEIVE DISTRIBUTIONS OF
INTEREST IN RESPECT OF THE MORTGAGE LOANS WILL BE SUBORDINATED TO THE RIGHTS OF
HOLDERS OF THE CLASS A, CLASS B, CLASS C, CLASS D, CLASS E, CLASS R AND CLASS LR
CERTIFICATES TO RECEIVE DISTRIBUTIONS OF INTEREST AND PRINCIPAL.

THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT") OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES ("BLUE SKY LAWS"), AND SUCH CERTIFICATES MAY NOT BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A) BY THE INITIAL INVESTOR (1)
TO A PERSON THAT THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL
BUYER WITHIN THE MEANING OF RULE 144A PROMULGATED UNDER THE 1933 ACT IN A
TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN
EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF
AVAILABLE) AND (B) BY SUBSEQUENT INVESTORS AS SET FORTH IN (A) ABOVE AND IN
ADDITION, TO AN INSTITUTIONAL ACCREDITED INVESTOR AS DEFINED IN RULE 501(A)(1),
(2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE 1933 ACT IN A TRANSACTION
EXEMPT FROM THE REGISTRATION REQUIRE MENTS OF THE 1933 ACT AND DELIVERY OF AN
OPINION OF COUNSEL, IF REQUIRED BY THE TRUSTEE, THE CERTIFICATE REGISTRAR OR THE
SELLER, IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES.

NOTWITHSTANDING THE ABOVE, THIS CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED,
SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON WHICH IS AN EMPLOYEE BENEFIT PLAN
SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE
INTERNAL REVENUE CODE OF 1986, AS AMENDED, OR ANY PERSON ACTING ON BEHALF OF ANY
SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE EXCEPT
PURSUANT TO AN APPLICABLE PROHIBITED TRANSACTION EXEMPTION ISSUED BY THE UNITED
STATES DEPARTMENT OF LABOR.

A-8-1

LTC COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,
SERIES 1994-1, CLASS X-2

evidencing a nonassessable, fully paid
percentage interest in a trust fund
which includes a pool of commercial mortgage loans



No. X-2


Percentage Interest evidenced First Distribution Date:
by this Certificate: 100% December 15, 1994


Final Scheduled
Distribution Date:
June 15, 2026

Cut-Off Date: November 1, 1994

A-8-2

This certifies that LTC REMIC Corporation, is the registered owner of
the Percentage Interest evidenced by this Certificate in monthly Distributions
to Holders of Class X-2 Certificates with respect to the Trust Fund. The Trust
Fund, described more fully below, consists primarily of Mortgage Loans held in
trust by the Trustee and serviced by the Master Servicer and the Special
Servicer, as applicable. The Trust Fund was created, and the Mortgage Loans are
to be serviced, pursuant to the Agreement (as defined below). The Holder of this
Certificate, by virtue of the acceptance hereof, assents to the terms,
provisions and conditions of the Agreement and is bound thereby. Also issued
under the Agreement are Class A, Class B, Class C, Class D, Class E, Class F,
Class X-1, Class R and Class LR Certificates (together with the Class X-2
Certificates, the "Certificates") (the Holders of Certificates issued under the
Agreement are collectively referred to herein as "Certificateholders").

This Certificate is issued pursuant to, and in accordance with, the
terms of a Pooling and Servicing Agreement dated as of November 1, 1994 (the
"Agreement") among LTC REMIC Corporation, as Depositor, Marine Midland Bank, as
Trustee, Bankers Trust Company, as Master Servicer and LTC Properties, Inc., as
Originator and Special Servicer. In addition, LTC will be subservicer for the
Mortgage Loans pursuant to a subservicing agreement to be dated as of November
1, 1994 with Bankers Trust Company (in such capacity the "Subservicer"). To the
extent not defined herein, capitalized terms used herein shall have the meanings
assigned thereto in the Agreement.

THIS CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR A DEPOSIT OR
OBLIGATION OF THE DEPOSITOR, THE ORIGINATOR, THE MASTER SERVICER, THE SPECIAL
SERVICER THE SUBSERVICER OR THE TRUSTEE, OR ANY OF THEIR AFFILIATES. THIS
CERTIFICATE WILL NOT BE A SAVINGS ACCOUNT OR DEPOSIT AND IS NOT INSURED OR
GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR BY ANY PRIVATE
ENTITY.

This Certificate represents a "regular interest" in a "real estate
mortgage investment conduit," as those terms are defined, respectively, in
Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986 (the "Code").
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and to
take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes,
state and local income and franchise taxes and other taxes imposed on or
measured by income.

The Trustee makes no representation or warranty as to any of the
statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans and has caused to

A-8-3

be executed and authenticated this Certificate in its limited capacity as
Trustee under the Agreement.

Pursuant to the terms of the Agreement, the Paying Agent will
distribute, on the fifteenth day of each month or if any such fifteenth day is
not a Business Day, on the next succeeding Business Day (each such date, a
"Distribution Date"), commencing in December 1994, to the Person in whose name
this Certificate is registered as of the related Record Date, an amount equal to
such Person's pro rata share (based on the Percentage Interest represented by
this Certificate) of that portion of the aggregate amount of interest then
distributable, if any allocable to the Class X-2 Certificates for such
Distribution Date, all as more fully described in the Agreement. The Class X-2
Certificates are not entitled to receive distributions of principal. Interest
will accrue on the Class X-2 Certificates during each Interest Accrual Period in
an amount equal to the aggregate of the interest accrued (on the basis of a 360-
day year consisting of twelve 30-day months) on the Certificate Principal Amount
of the Class AL Interest at the Class A Spread Rate, on the Certificate
Principal Amount of the Class AR-L Interest at the Class R Spread Rate, on the
Certificates Principal Amount of the Class BL Interest at the Class B Spread
Rate, on the Certificate Principal Amount of the Class CL Interest at the Class
C Spread Rate on the Certificate Principal Amount of the Class DL Interest at
the Class D Spread Rate, on the Certificate Principal Amount of the Class EL
Interest at the Class E Spread Rate and on the Certificate Principal Amount of
the Class FL Interest at the Class F Spread Rate. The amount of interest which
accrues on this Certificate during an Interest Accrual Period will be subject to
reduction with respect to any Net Prepayment Interest Shortfall allocated to the
Class X-2 Certificates, as described in the Agreement.

Interest will be calculated on the basis of a 360-day year of twelve
30-day months. Interest accrued on this Certificate during an Interest Accrual
Period, plus the Outstanding Class Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the
extent provided in the Agreement. The "Interest Accrual Period" relating to any
Distribution Date is the one-month period from and including the first day of
the month preceding the month in which such Distribution Date occurs to and
including the last day of such month, commencing in November 1994.

With the exception of the final distribution in respect of this
Certificate, distributions on this Certificate will be made by the Paying Agent
without the presentation or surrender of this Certificate or the making of any
notation hereon, by check mailed by first-class mail to the address of the
Holder set forth in the Certificate Register, or, provided the Holder holds

A-8-4

Certificates the aggregate initial Notional Amount of which exceeds $5,000,000
and has provided the Paying Agent with wire instructions in writing at least
five Business Days before the related Record Date, by wire transfer of
immediately available funds to the account of such Holder at a bank or other
entity located in the United States and having appropriate facilities therefor.
The final distribution on this Certificate will be made in like manner after
notice by the Trustee of the pendency of such distribution and only upon
presentation and surrender of this Certificate at the Corporate Trust Office or
such other location specified in the notice to Holders of such final
distribution.

This Certificate is one of a duly authorized issue of Certificates
designated as LTC Commercial Mortgage Pass-Through Certificates, Series 1994-1
and represents a fractional undivided interest in a Trust Fund. As more fully
described in and subject to the limitations of the Agreement, the Trust Fund
will consist primarily of (i) such Mortgage Loans as from time to time are
subject to the Agreement, together with the Mortgage Files relating thereto;
(ii) all payments due on or collections in respect of the Mortgage Loans due
after the Cut-Off Date; (iii) any REO Property; (iv) all revenues received in
respect of any REO Property; (v) the rights of the Trustee, Master Servicer and
Special Servicer under the insurance policies with respect to the Mortgage Loans
required to be maintained pursuant to this Agreement and any proceeds thereof;
(vi) any Assignments of Leases, Rents and Profits; (vii) any guaranties given as
additional security for any Mortgage Loans; (viii) all assets deposited in the
Collection Account, the Distribution Account, the Upper-Tier Distribution
Account and the REO Account including reinvestment income; and (ix) the proceeds
of any of the foregoing.

This Certificate is limited in right of payment to, among other
things, certain collections and recoveries in respect of the Mortgage Loans, as
more specifically set forth herein and in the Agreement.

As provided in the Agreement, withdrawals from the Collection Account
may be made by the Master Servicer from time to time for purposes other than
distributions to Certificateholders, such purposes including, among other
things, reimbursement or payment to the Master Servicer, the Special Servicer,
the Subservicer or the Trustee of certain expenses incurred or certain fees
earned by the Master Servicer, the Special Servicer or the Trustee, including,
without limitation, certain Nonrecoverable Advances.

This Certificate does not purport to summarize the Agreement, and
reference is made to the Agreement for the interests, rights, benefits,
obligations and duties evidenced hereby,

A-8-5

and the limitations thereon, and the rights, duties and immunities of the
Trustee. This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended from
time to time, the holder of this Certificate by virtue of the acceptance hereof
assents and by which the holder of this Certificate is bound.

As provided in the Agreement and subject to certain limitations
therein set forth, the transfer of this Certificate is registrable in the
Certificate Register only upon surrender of this Certificate for registration of
transfer at the office of the Certificate Registrar or at the office of its
agent in the City of New York. The Trustee or the Certificate Registrar may
require that this Certificate be duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by, the Holder hereof or such Holder's attorney duly
authorized in writing. Thereupon, one or more new Certificates of a like
aggregate Percentage Interest in the same Class of authorized denominations will
be executed and authenticated by the Trustee and delivered by the Certificate
Registrar to the designated transferee or transferees.

Prior to due presentation of this Certificate for registration of
transfer, the Depositor, the Master Servicer, the Special Servicer, the
Subservicer, the Trustee, the Certificate Registrar and any agent of any of them
may treat the Person in whose name this Certificate is registered as the owner
hereof for all purposes, and none of the Depositor, Master Servicer, the Special
Servicer, the Subservicer, the Trustee, the Certificate Registrar, any Paying
Agent or any agent of any of them shall be affected by notice to the contrary.

As provided in the Agreement and subject to certain limitations herein
set forth, this Certificate is exchangeable for other Certificates of the same
Class of authorized denominations of like aggregate Percentage Interests, as
requested by the Holder surrendering the same.

No service charge will be made to a Certificateholder for any such
registration of transfer or exchange, but the Certificate Registrar may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.

The Agreement permits, with certain exceptions therein provided, the
amendment of the Agreement and the modification of the rights of the
Certificateholders under the Agreement at any time by the Depositor, the Master
Servicer, the Special Servicer and the Trustee with the consent of the Holders
of Class A-2, Class B, Class C, Class D, Class E, Class F, Class R, Class LR,

A-8-7

Class X-1 and Class X-2 Certificates representing not less than 66-2/3% of the
Voting Rights allocated to each such Class of the Certificates affected by the
amendment. Any such consent by the Holder of this Certificate shall be
conclusive and binding on such Holder and upon all future Holders of this
Certificate and of any Certificates issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof in
certain circumstances without the consent of the Holders of any of the
Certificates, provided that such amendment would not adversely affect in any
material respect the interests of any Certificateholder.

Each of the Master Servicer, any Holder of a Class LR Certificate and,
if all the Mortgage Loans are then Specially Serviced Mortgage Loans, the
Special Servicer, may at its option, upon not less than 30 days' prior notice
given to the Trustee, repurchase the Mortgage Loans and thereby effect an early
termination of the Trust Fund on any Distribution Date after the date on which
the aggregate Certificate Principal Amount of the Certificates is reduced to
less than 10% of the initial aggregate Certificate Principal Amount of the
Certificates. All, but not less than all, of the Mortgage Loans then included in
the Trust Fund, and all property acquired in respect of any Mortgage Loans may
be repurchased at a purchase price, payable in cash, equal to not less than the
greater of:

(i) the sum of (without duplication of any amount in clauses (A)
through (E) below):

(A) 100% of the unpaid principal balance of each Mortgage
Loan included in the Trust Fund as of the Early Termination
Determination Date;

(B) all unpaid interest accrued on such principal balance
of each such Mortgage Loan at the related Mortgage Interest Rate
Interest Rate to such Early Termination Determination Date; and

(C) the fair market value of all other property included in
the Trust Fund as of such Early Termination Determination Date; and

(D) all unreimbursed P&I Advances, unreimbursed Servicing
Advances and interest thereon at the Advance Rate; and

(E) all unreimbursed Servicing Fees, Special Servicing Fees
and Trustee Fees; and

(ii) the aggregate fair market value (determined in

A-8-7

accordance with Section 9.01(d)(ii)(B) of the Agreement) of the Mortgage
Loans, and all other property acquired in respect of any Mortgage Loan in
the Trust Fund, as of the date of purchase.

The obligations created by the Agreement shall terminate upon the
earliest to occur of (i) the repurchase of all Mortgage Loans by the Master
Servicer, any Holder of a Class LR Certificate or the Special Servicer as
described above; (ii) the later of (a) the distribution to Certificateholders of
final payment with respect to the last outstanding Mortgage Loan or (b) the
disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure with respect to the last outstanding Mortgage Loan and the
remittance to the Certificateholders of all funds due under the Agreement; or
(iii) the sale of assets of the Trust Fund after the Certificate Principal
Amounts of all the Certificates have been reduced to zero under circumstances
set forth in the Agreement. In no event, however, will the trust created by the
Agreement continue beyond the expiration of 21 years from the death of the last
surviving descendant of a certain individual named in the Agreement living on
the date thereof.

Unless the Certificate of Authentication on this Certificate has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Agreement or be valid for any
purpose.

A-8-8

IN WITNESS WHEREOF, the Authenticating Agent has caused this
Certificate to be duly executed.

BANKERS TRUST COMPANY,
As Authenticating Agent


By:___________________________
Authorized Signatory


Certificate of Authentication

This is one of the Class X-2 Certificates referred to in the
Agreement.

Dated: November 29, 1994


BANKERS TRUST COMPANY
as Authenticating Agent


By:____________________________
Authorized Officer

A-8-9

DISTRIBUTION INSTRUCTIONS

The Assignee(s) should include the following for purposes of
distribution:

Address of the Assignee(s) for the purpose of receiving notices and
distributions:
________________________________________________________________________________
________________________________________________________________________________

Distributions, if be made by wire transfer in immediately available funds to
________________________________________________________________________________
________________________________________________________________________________
or the account of ______________________________________________________________
account number _________________________________________________________________

This information is provided by __________________________ the Assignee(s) named
above, or _________________________ as its (their) agent.

By________________________________________



__________________________________________
[Please print or type name(s)]



__________________________________________
Title



__________________________________________
Taxpayer Identification Number

A-8-10

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned ("Assignor(s)" hereby sell(s),
assign(s) and transfer(s) unto _________________________________________________
________________________________________________________________________________
________________________________________________________________________________
______________ (please print or typewrite name(s) and address(es), including
postal zip code(s) of assignee(s)) ("Assignee(s)") the entire Percentage
Interest represented by the Class X-2 Certificate and hereby authorize(s) the
registration of transfer of such interest to Assignee(s) on the Certificate
Register of the Trust Fund.

I (we) further direct the Certificate Registrar to issue a new Class
X-2 Certificate of the entire Percentage Interest represented by the within
Class X-2 Certificates to the above-named Assignee(s) and to deliver such Class
X-2 Certificate to the following address:

________________________________________________________________________________
________________________________________________________________________________

Date:________________ ________________________________
Signature by or on behalf of
Assignor(s)


________________________________
Taxpayer Identification Number

A-8-11

EXHIBIT D

FORM OF CUSTODIAL AGREEMENT


THIS CUSTODIAL AGREEMENT, dated as of [ ] by and among [NAME OF
CUSTODIAN], as Custodian (the "Custodian"), Bankers Trust Company, as Master
Servicer (the "Master Servicer "), and Marine Midland Bank, as Trustee (the
"Trustee").


W I T N E S S E T H :

WHEREAS, the Master Servicer and the Trustee are parties to a Pooling
and Servicing Agreement (the "Pooling and Servicing Agreement"), dated as of
November 1, 1994, among LTC REMIC Corporation, as Depositor, the Master
Servicer, LTC Properties Inc. as Special Servicer and Originator and the
Trustee, relating to Commercial Mortgage Pass-Through Certificates, Series 1994-
1 (capitalized terms used but not defined herein having the meaning assigned
thereto in the Pooling and Servicing Agreement);

WHEREAS, the parties hereto desire the Custodian to take possession of
the documents specified in Section 2.1 of the Pooling and Servicing Agreement,
as custodian for the Trustee, in accordance with the terms hereof;

NOW, THEREFORE, in consideration of the mutual undertakings herein
expressed, the parties hereto hereby agree as follows:

1. The Trustee hereby certifies that it has caused to be delivered
and released to the Custodian and the Custodian hereby acknowledges receipt of
the documents specified in Section 2.1 of the Pooling and Servicing Agreement
pertaining to each of the Mortgage Loans identified in the Mortgage Loan
Schedule attached to the Pooling and Servicing Agreement as Exhibit B. From
time to time, the Master Servicer shall forward to the Custodian additional
original documents evidencing an assumption or modification of a Mortgage Loan
approved by the Master Servicer. All Mortgage Loan documents held by the
Custodian as to each Mortgage Loan are referred to herein as the "Custodian's
Mortgage File." The Custodian hereby agrees to review each of the Custodian's
Mortgage Files and perform such other obligations of the Custodian as such
obligations are set forth in the Pooling and Servicing Agreement (including
Sections 2.1 and 2.2 thereof).

2. With respect to each Note, each Mortgage, each Assignment of
Mortgage and each other document constituting each Custodian's Mortgage File
which is delivered to the Custodian or which at any time comes into the
possession of the Custodian, the Custodian is exclusively the custodian for and
the bailee of the

Trustee or the Master Servicer. The Custodian shall hold all documents
constituting each Custodian's Mortgage File received by it for the exclusive use
and benefit of the Trustee, and shall make disposition thereof only in
accordance with the instructions furnished by the Master Servicer. The Custodian
shall segregate and maintain continuous custody of all documents constituting
the Custodian's Mortgage File received in secure and fire resistant facilities
located in the State of New York in accordance with customary standards for such
custody. In the event the Custodian discovers any defect with respect to any
Custodian's Mortgage File, the Custodian shall give written specification of
such defect to the Master Servicer and the Trustee.

3. From time to time and as appropriate for the foreclosure or
servicing of any of the Mortgage Loans, the Custodian is hereby directed, upon
written request and receipt from the Master Servicer (a copy of which shall be
forwarded to the Trustee), to release to the Master Servicer the related
Custodian's Mortgage File or the documents set forth in such receipt to the
Master Servicer. All documents so released to the Master Servicer shall be held
by it in trust for the benefit of the Trustee. The Master Servicer shall return
to the Custodian the Custodian's Mortgage File or such documents when the Master
Servicer 's need therefor in connection with such foreclosure or servicing no
longer exists, unless the Mortgage Loan shall be liquidated, in which case, upon
receipt of a certification to this effect from the Master Servicer to the
Custodian, the Master Servicer 's receipt shall be released by the Custodian to
the Master Servicer.

4. Upon the re-purchase of any Mortgage Loan pursuant to the terms of
the Pooling and Servicing Agreement or the payment in full of any Mortgage Loan,
and upon receipt by the Custodian of the Master Servicer 's request for release,
receipt and certification (which certification shall include a statement to the
effect that all amounts received in connection with such payment or repurchase
have been credited to the Collection Account or Distribution Account as
provided in the Pooling and Servicing Agreement), the Custodian shall promptly
release the related Custodian's Mortgage File to the Master Servicer.

5. It is understood that the Custodian will charge such fees for its
services under this Agreement as set forth in a separate agreement between the
Custodian and the Master Servicer , the payment of which, together with the
Custodian's expenses in connection therewith, shall be solely the obligation of
the Master Servicer.

6. The Trustee may upon 30 days written notice (with a copy to the
Master Servicer ) remove and discharge the Custodian

D-2

or any successor Custodian thereafter appointed from the performance of its
duties under this Custodial Agreement. Simultaneously, the Trustee shall
appoint a successor Custodian to act on its behalf by written instrument, one
original counterpart of which instrument shall be delivered to each Rating
Agency, one copy to the Master Servicer and one copy to the successor Custodian.
In the event of any such removal, the Custodian shall promptly transfer to the
successor Custodian, as directed, all Custodian's Mortgage Files being
administered under this Custodial Agreement. Notwithstanding the foregoing, so
long as Bankers Trust Company is Master Servicer , the Trustee shall not have a
right to remove the Custodian.

7. Upon reasonable prior written notice to the Custodian, the
Trustee and its agents, accountants, attorneys and auditors will be permitted
during normal business hours to examine the Custodian's Mortgage Files,
documents, records and other papers in the possession of or under the control of
the Custodian relating to any or all of the Mortgage Loans.

8. If the Custodian is furnished with written notice from the Trustee
or the Master Servicer that the Pooling and Servicing Agreement has been
terminated as to any or all of the Mortgage Loans, it shall upon written request
of the Trustee or the Master Servicer release to such persons as the Trustee or
the Master Servicer shall designate the Custodian's Mortgage Files relating to
such Mortgage Loans as the Trustee or the Master Servicer shall request and
shall complete the Assignments of Mortgage and endorse the Notes only as, and
if, the Trustee or the Master Servicer shall request. The person making such
written request shall send notice of such request to all other parties to the
Pooling and Servicing Agreement.

9. The Custodian shall, at its own expense, maintain at all times
during the existence of this Custodial Agreement and keep in full force and
effect (a) fidelity insurance, (b) theft of documents insurance, (c) forgery
insurance and (d) errors and omissions insurance. All such insurance shall be in
amounts, with standard coverage and subject to deductibles, as are customary
for insurance typically maintained by banks which act as custodian in similar
transactions provided, however, that so long as the Custodian is rated at least
"A" no such insurance shall be required.

10. This Custodial Agreement may be executed simultaneously in any
number of counterparts, each of which counterparts shall be deemed to be an
original, and such counterparts shall constitute and be one and the same
instrument.

11. Within 10 days of each anniversary of the date of

D-3

this Custodial Agreement, or upon the request of the Trustee or the Master
Servicer at any other time, the Custodian shall provide to the Trustee and the
Master Servicer a list of all the Mortgage Loans for which the Custodian holds a
Custodian's Mortgage File pursuant to this Custodial Agreement. Such list may be
in the form of a copy of the Mortgage Loan Schedule with manual deletions to
specifically denote any Mortgage Loans paid off, liquidated or repurchased since
the date of this Custodial Agreement.

12. THIS CUSTODIAL AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF
THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

13. By execution of this Custodial Agreement, the Custodian warrants
that it currently does not hold and during the existence of this Custodial
Agreement shall not hold any adverse interest, by way of security or otherwise,
in any Mortgage Loan, and hereby waives and releases any such interest which it
may have in any Mortgage Loan as of the date hereof.

14. The Custodian may terminate its obligations under this Custodial
Agreement upon at least 60 days notice to the Trustee and the Master Servicer ,
provided that so long as Bankers Trust Company is the Master Servicer, Bankers
Trust Company will not resign from its duties hereunder. In the event of such
termination, the Trustee shall appoint a successor Custodian. Upon such
appointment, the Custodian shall promptly transfer to the successor Custodian,
as directed, all Custodian's Mortgage Files being administered under this
Custodial Agreement.

15. This Custodial Agreement shall terminate upon the final payment
or other liquidation (or advance with respect thereto) of the last Mortgage Loan
or the disposition of all property acquired upon foreclosure or deed in lieu of
foreclosure of any Mortgage Loan, and the final remittance of all funds due the
Certificateholders under the Pooling and Servicing Agreement. In such event, all
documents remaining the Custodian's Mortgage Files shall be forwarded to the
Trustee.

16. All demands, notices and communications hereunder shall be in
writing and shall be deemed to have been duly given when received by the
addressee. Any such demand, notice or communication hereunder shall be deemed to
have been received on the date delivered to or received at the premises of the
addressee (as evidenced, in the case of registered or certified mail, by the
date noted on the return receipt).

17. The Master Servicer shall indemnify, defend, and

D-4

hold harmless the Custodian for any actions taken by the Custodian at its
written request.

D-5

IN WITNESS WHEREOF, the Custodian, the Master Servicer and the Trustee
have caused their names to be signed hereto by their respective officers
thereunto duly authorized, all as of the date first written above.


BANKERS TRUST COMPANY
as Custodian


By:____________________________
Name: Kellie R. Rodriguez
Title: Assistant Vice President


BANKERS TRUST COMPANY,
as Master Servicer


By:____________________________
Name: Kellie R. Rodriguez
Title: Assistant Vice President


MARINE MIDLAND BANK,
as Trustee


By:____________________________
Name: BarbaraJean McCauley
Title: Assistant Vice President

D-6

EXHIBIT A


Notes Not in the Possession of the Custodian
--------------------------------------------

Loan Number
-----------
--------
-----*


* Seller claims that the original Note was transmitted by it to the Custodian
but the Custodian cannot confirm that the original Note is in its possession.

D-7

EXHIBIT E


FORM OF SUBSERVICING AGREEMENT

E-1

SUBSERVICING AGREEMENT
----------------------

THIS SUBSERVICING AGREEMENT (the "Agreement") is made as of this [____] day
of [_______________, ___], by and between [_____________________] and
[___________________], as subservicer in such capacity (the "Subservicer").


RECITALS
--------

A. Pursuant to that certain Pooling and Servicing Agreement dated as of
November 1, 1994 (the "Pooling and Servicing Agreement") among LTC REMIC
Corporation, as Depositor (the "Depositor"), Marine Midland Bank, as Trustee
(the "Trustee"), Bankers Trust Company as Master Servicer (the "Master
Servicer") and LTC Properties, Inc., as Special Servicer and originator ("LTC"),
the Depositor transferred the entire beneficial ownership in certain mortgage
loans (the "Mortgage Loans") to the extent described in the Pooling and
Servicing Agreement in exchange for certain pass-through certificates issued in
multiple classes. Capitalized terms used herein and not otherwise defined shall
have the respective meanings set forth in the Pooling and Servicing Agreement.

B. Pursuant to the Pooling and Servicing Agreement, the Master
Servicer has agreed to service the Mortgage Loans and to perform certain other
duties as more fully described in the Pooling and Servicing Agreement.

C. The Master Servicer and the Subservicer desire to enter into this
Agreement for the purpose of transferring from the Master Servicer to the
Subservicer certain of the Master Servicer's rights and obligations under the
Pooling and Servicing Agreement, as more fully set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants, agreements,
representations and warranties set forth herein, the parties hereto do hereby
agree as follows:


1. Representations, Warranties and Covenants of Subservicer. The
--------------------------------------------------------
Subservicer hereby represents and warrants to and covenants with the Master
Servicer that as of the date hereof and at all times during the term hereof:

1.1 Organization. The Subservicer is a corporation duly organized,
------------
validly existing and in good standing under the laws of the State of [______ ]
and is or will be in compliance with the laws of each state in which any
Mortgaged Property is located to the extent necessary to ensure the
enforceability of

E-2

each Mortgage Loan by the Subservicer in accordance with the terms of this
Agreement.

1.2 No Breach. The execution and delivery of this Agreement by the
---------
Subservicer and its performance of and compliance with the terms of this
Agreement will not violate the Subservicer's articles of incorporation or by-
laws or constitute a default (or an event which, with notice or the lapse of
time or both, would constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which the Subservicer is a
party or which may be applicable to the Subservicer or any of its assets.

1.3 Authority. This Agreement, assuming due authorization,
---------
execution and delivery by the Master Servicer, constitutes a valid, legal and
binding obligation of the Subservicer, enforce able against it in accordance
with the terms hereof, except as such enforcement may be limited by applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership,
moratorium and similar laws affecting the rights and remedies of creditors
generally and by general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing (regardless of whether
such enforcement is sought in a proceeding in equity or at law).

1.4 No Violation. The Subservicer is not in violation of, and the
------------
execution and delivery of this Agreement by the Subservicer and its performance
and compliance with the terms of this Agreement will not constitute a violation
with respect to, any law or regulation applicable to the Subservicer, any order
or decree of any court or of any federal, state, municipal or governmental
agency having jurisdiction, which violation could reasonably be expected to
materially affect the performance of its duties hereunder.

1.5 No Litigation. No litigation is pending or, to the best
-------------
knowledge of the Subservicer, threatened, against the Subservicer which would
prohibit its entering into or performing its obligations under this Agreement.

2. Subservicing of Mortgage Loans.
------------------------------

2.1 General Duties. The Subservicer shall perform for the Master
--------------
Servicer all services and duties described herein and in the Schedule of Duties
to be performed by the Subservicer attached to this Agreement as Exhibit A, in
each case in accordance with the terms of the Pooling and Servicing Agreement
and of applicable law. In performing its duties hereunder, the Subservicer shall
have the status of and shall act as an independent contractor. Nothing herein
shall be construed to create a

E-3

partnership or joint venture between the Master Servicer and the Subservicer.
Nothing contained in this Agreement shall prohibit the Master Servicer from
taking any action, including the payment of advances or other amounts, which it
deems necessary to assure the fulfillment of any of its duties under the Pooling
and Servicing Agreement or any related document, agreement or instrument,
whether or not the Subservicer is also required to fulfill such duty pursuant to
this Agreement.

2.2 Remittance Reports and Accounting. In addition to the other
---------------------------------
reports and information that the Subservicer is required to provide to the
Master Servicer pursuant to this Agreement, the Subservicer shall provide to
the Master Servicer in each month during the term hereof, no later than the
Determination Date, (i) the information described in Exhibit B attached hereto
and (ii) with respect to any Subservicing Account (as defined below) or other
fund or account maintained by the Subservicer hereunder, a statement prepared by
the Subservicer setting forth the status of the applicable fund or account as of
the close of business on such Determination Date and detailing, for the period
covered by such statement, each category of deposit into and withdrawal from and
earnings on such fund or account (clauses (i) and (ii) together, "Servicing
Information"); provided, however, that the Subservicer shall obtain and provide
-------- -------
the Master Servicer with as much Servicing Information as is available on the
[ ] day of the month in which the related Determination Date occurs and shall
continuously update such Servicing Information through such Determination Date.

In addition, on or before April 30 of each year, beginning with April
30, 1995, the Subservicer at its expense shall cause to be prepared and
delivered to the Master Servicer, a statement in the form, and prepared by a
firm of Independent public accountants satisfying the criteria described in
Section 3.15 of the Pooling and Servicing Agreement, except that such statement
shall relate to the Subservicer's subservicing activities hereunder.

Notwithstanding any other provision contained herein, any required
statements, certifications, elections, notices, reports, plans or responses to
direction from any Person which are required by the Pooling and Servicing
Agreement to be in the name of or to be otherwise provided by the Master
Servicer and which are delegated to the Subservicer hereunder shall be prepared
by the Subservicer at its expense in the form required by the Pooling and
Servicing Agreement and shall be delivered, no later than the second Business
Day prior to the day such item is required from the Master Servicer under the
Pooling and Servicing Agreement, to the Master Servicer for its execution as
Master Servicer and its distribution in accordance with the Pooling and
Servicing Agreement.

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2.3 Fidelity Bond and Insurance. The Subservicer, at no expense to
---------------------------
the Master Servicer, shall keep in force during the term of this Agreement, for
the benefit of the Trustee and the Master Servicer, a policy or policies of
insurance covering errors and omissions for failure in the performance of the
Subservicer's obligations under this Agreement, which policy or policies shall
be in such form and amount that would meet the servicing requirements of prudent
institutional commercial mortgage lenders and loan servicers. The Subservicer
shall also maintain a fidelity bond in the form and amount that would meet the
servicing requirements of prudent institutional commercial mortgage lenders and
loan servicers. The Subservicer shall be deemed to have complied with this
provision if an affiliate of the Subservicer has such errors and omissions and
fidelity bond coverage and, by the terms of such insurance policy or fidelity
bond, the coverage afforded thereunder extends to the Subservicer. Each such
fidelity bond and errors and omissions policy shall be issued by an insurer
having a claims-paying ability of at least "A" by S&P and "A" by Fitch or
otherwise acceptable to the Rating Agencies; provided, however, that so long as
-------- -------
the long term debt or deposit obligations of the Subservicer are rated at least
"A" by S&P and Fitch, the Subservicer shall be allowed to provide self-insurance
with respect to an errors and omissions insurance policy; provided further that
if such long term debt or deposit obligation is at the time of such investment
not rated by Fitch, such long term debt or deposit need only be rated by S&P.
Any such errors and omissions policy and fidelity bond shall not be canceled
without 10 days' prior written notice to the Trustee and the Master Servicer.

2.4 Documents Received After Termination. The Subservicer shall
------------------------------------
promptly deliver and remit to the Master Servicer any Mortgage Files and any and
all bills, invoices, insurance policies, letters, documents and all other
correspondence or communications relating to the Mortgage Loans (collectively,
"Loan Documents") that are received by the Subservicer after termination of this
Agreement. The Subservicer's obligations under this Section 2.4 with respect to
such documents, correspondence and communications shall be those of a trustee or
other fiduciary.

2.5 Establishment of Accounts. The Subservicer shall establish and
-------------------------
maintain one or more accounts, referred to collectively as the "Subservicing
Account," in accordance with Section 3.1(b)(l) of the Pooling and Servicing
Agreement. The Subservicer shall deposit into the Subservicing Account not later
than the first Business Day after receipt thereof all proceeds of Mortgage Loans
received by the Subservicer in accordance with

E-5

Section 3.1(b)(2) of the Pooling and Servicing Agreement, without any deduction
for the Subservicer's servicing compensation, and the Subservicer shall deliver
all Principal Prepayments and Balloon Payments to the Master Servicer in
accordance with Section 3.1(b)(3) of the Pooling and Servicing Agreement not
later than one Business Day after receipt thereof. If the Subservicer fails to
remit to the Master Servicer any amounts required to be remitted pursuant to
this section, the Subservicer shall pay interest at the Advance Rate on amounts
not remitted.

2.6 Statements as to Compliance. On or before April 15 of each
---------------------------
year, beginning April 30, 1995, the Subservicer will deliver to the Master
Servicer, the Trustee and the Depositor an Officers' Certificate stating, as to
the signatory thereof, that (i) a review of the activities of the Subservicer
during the preceding calendar year (or such longer period from the Closing Date
to the end of the related calendar year) and of its performance under this
Agreement has been made under such officer's supervision, (ii) to the best of
such officer's knowledge, based on such review, the Subservicer has fulfilled
all of its obligations under this Agreement in all material respects throughout
such year (or such longer period), or, if there has been a default in the
fulfillment of any such obligation in any material respect, specifying each such
default known to such officer, the nature and status thereof and what action the
Subservicer proposes to take with respect thereto and (iii) whether it has
received any notice regarding qualification, or challenging the status, of
either of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC from the
Internal Revenue Service or any other governmental agency or body.

2.7 Purchase of All Outstanding Mortgage Loans. The Subservicer shall
------------------------------------------
be assigned, the right of the Master Servicer during the term of this Agreement
to exercise the option contained in Section 9.1(c) of the Pooling and Servicing
Agreement to purchase all of the Mortgage Loans then included in the Trust Fund,
all property acquired in respect of any Mortgage Loan and any assets conveyed to
the Trust Fund.

If the Subservicer elects to exercise such option, it shall notify the
Master Servicer and the Trustee of such election no later than 30 days prior to
the Early Termination Determination Date, as provided in Section 9.1 of the
Pooling and Servicing Agreement.

Upon payment by the Subservicer to the Master Servicer for deposit
into the Collection Account in accordance with the Pooling and Servicing
Agreement of the amount required by Section 9.1 thereof in connection with the
exercise of such option, the Master Servicer shall release or cause to be
released to the

E-6

Subservicer, promptly upon its receipt thereof, the Mortgage Files for the
remaining Mortgage Loans and REO Properties, and shall execute and deliver such
instruments of transfer or assignment, in each case without recourse, as shall
be necessary to vest in the Subservicer title to such Mortgage Loans and REO
Properties.

2.8 Filing and Recording Fees. All costs and fees incurred in
-------------------------
connection with the filing of any UCC-2 or UCC-3 filings or the recording of any
assignments or reassignments of leases, rents and profits pursuant to Section
2.01 of the Pooling and Servicing Agreement shall be brone by LTC REMIC
Corporation.

3. Compensation to the Subservicer.
-------------------------------

3.1 Subservicing Fee. As compensation for the activities of the
----------------
Subservicer hereunder, the Master Servicer shall, no later than the first
Business Day following each Distribution Date, remit to the Subservicer the
Subservicing Fee, as described below, with respect to each Mortgage Loan,
payable from amounts in the Collection Account paid to the Master Servicer. The
Subservicing Fee, with respect to each Mortgage Loan and for each Due Period,
shall be an amount equal to thirty days' interest (or, in the event of any
payment of interest which accompanies a Principal Prepayment in full made by the
related Borrower during such Due Period, interest for the number of day covered
by such payment of interest) at a rate equal to .0015 per annum on the Scheduled
Principal Balance of such Mortgage Loan; provided however, that the Sub-
servicer's right to receive the Subservicng Fee shall be subject to the
requirement that the Subservicing Fee be applied to cover any excess of
Prepayment Interest Shortfalls over prepayment Interest Excess for such Due
Period. The right to receive the Subservicing Fee may not be transferred in
whole or in part except in connection with the transfer of all of the
Subservicer's responsibilities and obligations under this Agreement.

3.2 Reimbursements. The Master Servicer shall remit to the
--------------
Subservicer, solely from funds available to the Master Servicer pursuant to the
Pooling and Servicing Agreement, amounts sufficient to indemnify the Subservicer
for any loss, liability or expense incurred by the Subservicer for which
indemnity from the Trust Fund is received by the Master Servicer pursuant to
Section 6.3 of the Pooling and Servicing Agreement if and when funds are
available for withdrawal in respect thereof by the Master Servicer pursuant to
the Pooling and Servicing Agreement, subject to the Master Servicer's recovery
of its loss, liability or expenses from such monies.

3.3 Other Expenses. The Subservicer shall be
--------------

E-7

required to pay all expenses incurred by it in connection with its subservicing
activities hereunder, including payment of premiums for the fidelity bond and
insurance required by Section 2.3 hereof. Except as otherwise provided herein,
the Master Servicer shall not be responsible to reimburse the Subservicer for
any expenses incurred by the Subservicer or any disbursements or advances
required to be made by the Subservicer in the performance of the Subservicer's
duties hereunder and under the Pooling and Servicing Agreement. It is hereby
understood that the Subservicing Fee and the reimbursement payments payable
under Section 3.2 hereof represent the sole compensation payable by the Master
Servicer to the Subservicer hereunder.

3.4 Expenses of the Master Servicer. The Subservicer covenants and
-------------------------------
agrees to pay or reimburse the Master Servicer, upon request, for all reasonable
expenses, disbursements, and advances, if any, incurred or made by the Master
Servicer in accordance with any of the provisions of the Pooling and Servicing
Agreement (including the reasonable compensation and the expenses and
disbursements of its counsel and of all Persons not regularly in its employ,
whether or not such expenses are incurred in connection with any Opinion of
Counsel required or permitted to be obtained by the Master Servicer), including,
without limitation, any costs of enforcing this Agreement and any insurance
premiums paid pursuant to Section 3.8 of the Pooling and Servicing Agreement
(other than any fees and expenses of independent public accountants incurred
pursuant to Section 3.15 of the Pooling and Servicing Agreement on behalf of the
Master Servicer and any premiums for errors and omissions insurance with respect
to the Master Servicer, for which the Master Servicer shall be solely
responsible); provided, however, that the Subservicer shall have no obligation
-------- -------
to pay or reimburse the Master Servicer for any such expense, disbursement or
advance as may arise solely and directly from the Master Servicer's negligence,
intentional misconduct or bad faith.

3.5 Master Servicer Obligations. The Master Servicer agrees to
---------------------------
request payment and/or reimbursement as contemplated by Sections 3.1 and 3.2
hereof when and as permitted by, and in accordance with, the Pooling and
Servicing Agreement. In addition, the Master Servicer shall furnish the
Subservicer with copies of all notices received by the Master Servicer under the
Pooling and Servicing Agreement (other than such notices furnished by the
Subservicer) as soon as is practicable following the Master Servicer's receipt
of the same.

4. Term. Except in the event that this Agreement is terminated
----
pursuant to Section 5.1, 5.2 or 5.3 hereof, this Agreement shall continue in
effect until the termination of the obligations and responsibilities of the
parties to the Pooling

E-8

and Servicing Agreement under the Pooling and Servicing Agreement pursuant to
Article IX thereof.

5. Termination.
-----------

5.1 Termination for Cause. The occurrence of any of the following
---------------------
events shall constitute a "Subservicer Default:"

(a) If the Subservicer shall fail to pay to the Master Servicer any
amount due to the Master Servicer pursuant to Section 3.4 or 7.1 hereunder
and such failure shall continue for a period of 50 days after written
notice thereof has been delivered to the Subservicer by the Master
Servicer;

(b) If the Subservicer shall fail to make any payment, other than as
described in (a) above, when due hereunder;

(c) If the Subservicer shall materially breach any other term of
this Agreement or any term of the Pooling and Servicing Agreement specified
in Exhibit A hereto and such breach shall not be cured within 50 days after
written notice thereof has been delivered to the Subservicer by the Master
Servicer;

(d) If a decree or order for relief of a court or agency or
supervisory authority having jurisdiction in the premises in an involuntary
case under any present or future federal or state bankruptcy, insolvency or
similar law or the appointment of a conservator or receiver or liquidator
in any insolvency, readjustment of debt, marshalling of assets and
liabilities or similar proceeding, or for the winding-up or liquidation of
its affairs, shall have been entered against the Subservicer and such
decree or order shall have remained in force undischarged or unstayed for a
period of 60 days; or the Subservicer shall consent to the appointment of a
conservator or receiver or liquidator in any insolvency, readjustment of
debt, marshalling of assets and liabilities or similar proceedings of or
relating to the Subservicer or of or relating to all or substantially all
of its property; or the Subservicer shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization
statute, make an assignment for the benefit of its creditors, voluntarily
suspend payment of its obligations; or

(e) If the Subservicer shall assign or attempt to assign its
interest under this Agreement or delegate or attempt to delegate any
portion of its rights, duties or

E-9

obligations hereunder without the written consent of the Master Servicer;
provided, however, that delegation of the Subservicer's duties and
obligations shall not constitute a default hereunder so long as the
Subservicer remains primarily liable to the Master Servicer for the duties
or obligations so delegated.

In each and every case, so long as a Subservicer Default shall not have
been remedied, the Master Servicer may, by notice in writing to the Subservicer,
terminate all of the rights and obligations of the Subservicer as subservicer
under this Agreement. On or after the receipt by the Subservicer of such
written notice, all of its authority and power under this Agreement shall pass
to and be vested in the Master Servicer pursuant to and under this Section.

5.2 Termination by Trustee or Other Successor Master Servicer.
---------------------------------------------------------
Notwithstanding anything to the contrary contained herein, in the event that the
Master Servicer shall, for any reason (including, without limitation,
termination of the Master Servicer pursuant to Article VII of the Pooling and
Servicing Agreement) no longer be the Master Servicer under the Pooling and
Servicing Agreement, the Trustee or any successor Master Servicer under the
Pooling and Servicing Agreement shall, pursuant to Section 9 hereof, assume the
rights and obligations of the Master Servicer under this Agreement. The Trustee
or such successor Master Servicer shall be entitled to terminate this Agreement
without cause upon 10 days' prior written notice to the Subservicer.

5.3 Rights Upon Termination. Upon termination of this Agreement
------------------------
pursuant to Section 5.1 hereof, the Subservicer shall deliver to the Master
Servicer all documents relating to the Mortgage Loans in its possession not
previously delivered to the Master Servicer, together with all funds held with
respect to the Mortgage Loans. In addition, the Subservicer shall cooperate with
the Master Servicer and use its reasonable best efforts to assist the Master
Servicer in the transfer of the servicing rights to the Master Servicer or the
Master Servicer's nominee. Upon termination of this Agreement pursuant to
Section 5.2 hereof, the Subservicer shall deliver to the Trustee, as successor
to the rights and obligations of the Master Servicer hereunder, all documents
relating to the Mortgage Loans in its possession not previously delivered to
the Master Servicer, together with all funds held with respect to the Mortgage
Loans, and shall cooperate with and assist the Trustee to the same extent as it
would the Master Servicer pursuant to the preceding sentence. The Master
Servicer and the Subservicer each covenants and agrees to comply with all laws,
rules and regulations of any federal, state or local government authority
applicable to the termination

E-10

of this Agreement and the transfer of the servicing rights to the Master
Servicer or the Trustee, as applicable.

5.4 Limitation on Resignation of the Subservicer. The Subservicer
--------------------------------------------
shall not resign from the obligations and duties hereby imposed on it except (a)
by mutual consent of the Master Servicer and the Subservicer, or (b) upon
determination that its duties hereunder are no longer permissible under
applicable law. Any such determination pursuant to the foregoing clauses shall
be evidenced by an Opinion of Counsel to such effect delivered to the Master
Servicer.

6. Additional Rights of the Master Servicer.
----------------------------------------

6.1 Ownership of Documentation. Subject to the rights of the
--------------------------
Trustee and the Certificateholders under the Pooling and Servicing Agreement,
all Mortgage Files held or received by the Subservicer in connection with the
subservicing of the Mortgage Loans, whether or not prepared, developed or
originated by the Subservicer, shall be and remain at all times the property of
the Master Servicer, it being expressly understood that any Mortgage Files in
the possession of the Subservicer are retained in a custodial capacity only in
order, and during only such time as is necessary, to permit the performance of
the Subservicer's obligations hereunder. Subject to the last sentence of this
Section 6.1, the Subservicer shall not acquire any vested rights with respect to
the Mortgage Files and shall not have the right to possession of them except as
may be necessary to permit the Subservicer to fulfill its obligations hereunder.
Subsequent to the termination of this Agreement, the Subservicer shall promptly
deliver all such Mortgage Files to the Master Servicer or the Trustee, as
applicable. Such delivery shall be accompanied by a list identifying the
Mortgage File for each Mortgage Loan, the Master Servicer's loan number
(provided that the Master Servicer previously has furnished its loan numbers to
the Subservicer) and such other information as is reasonably requested by the
Master Servicer or the Trustee to identify the Mortgage Loans so delivered.
Notwithstanding anything contained in this Section 6.1 to the contrary, copies
of Mortgage Files maintained by the Subservicer shall remain the property of the
Subservicer and may be retained by the Subservicer after the termination of this
Agreement.

6.2 Inspection of Mortgage Records. The Master Servicer and its
------------------------------
representatives, agents, consultants, examiners and other Persons authorized by
the Master Servicer shall have the right to inspect the documents and records
maintained by the Subservicer with respect to the Mortgage Loans during the
Subservicer's regular business hours upon reasonable notice, and the Subservicer
shall make such documents and records available to

E-11

the Master Servicer for inspection. The Subservicer shall afford the Depositor
and the Trustee access to records in accordance with Section 6.5 of the Pooling
and Servicing Agreement.


7. Indemnification.
---------------

7.1 General. The Subservicer agrees to pay, and shall indemnify,
-------
defend and hold harmless, the Master Servicer and the Master Servicer's
directors, officers, employees and agents (collectively, "Indemnitee"), from
and against any loss, liability, penalty, fine or expense incurred in connection
with any action or claim (including the reasonable compensation and the expenses
and disbursements of its counsel) incurred in defending any claim or action or
enforcing this indemnity that may result from, relate to or arise out of the
Subservicer's acting as subservicer under, breach of or failure to act under,
this Agreement or any payment contemplated under, or transaction contemplated
by, this Agreement; provided, however, that the indemnity obligation of the
-------- -------
Subservicer shall not apply to any loss, liability or expense arising or
resulting from (a) the negligence, intentional misconduct or bad faith of such
Indemnitee, (b) the failure of the Master Servicer to perform its obligations
hereunder, (c) the breach of the Master Servicer's representations and
warranties in Section 2.5 of the Pooling and Servicing Agreement or (d) actions
taken, or omitted to be taken, by the Subservicer specifically in accordance
with instructions furnished by the Master Servicer pursuant to or in connection
with this Agreement; and provided, further, that upon full payment of the
-------- -------
indemnity provided herein, the Subservicer shall be subrogated to all rights and
remedies of the Indemnitee so indemnified, in respect of the matter against
which indemnity has been paid.

7.2 Survival. All indemnities, obligations, adjustments and payments
--------
provided for in this Section 7 shall survive, and remain in full force and
effect, notwithstanding the expiration or other termination of this Agreement or
of the Pooling and Servicing Agreement. The obligations of the Subservicer in
respect of all such indemnities, obligations, adjustments and payments are
expressly made for the benefit of, and shall be enforceable by, the Indemnitee
entitled thereto, without declaring any breach of or default under the Pooling
and Servicing Agreement or taking any other action thereunder, and
notwithstanding any provision of the Pooling and Servicing Agreement.

8. Notices. Any notices and communications hereunder shall be given and
-------
deemed given as provided for in Section 10.4 of the Pooling and Servicing
Agreement.

9. Right of Assumption by Trustee. In the event that the
------------------------------

E-12

Master Servicer shall, for any reason, no longer be the Master Servicer under
the Pooling and Servicing Agreement, including without limitation termination of
the Master Servicer in accordance with Article VII thereof, the Trustee, as
successor to the Master Servicer in its capacity as the Master Servicer under
the Pooling and Servicing Agreement or any successor Master Servicer, shall
succeed to all of the rights, title and interest of the Master Servicer and
assume all of the obligations, duties and liabilities of the Master Servicer
under this Agreement without any further act. In such event, the Trustee or the
successor Master Servicer appointed pursuant to the Pooling and Servicing
Agreement shall be deemed to have replaced the Master Servicer as a party to
this Agreement to the same extent as if this Agreement had been assigned to the
assuming party. Notwithstanding the foregoing, the Master Servicer shall not
thereby be relieved of any obligations, duties or liabilities under this
Agreement with regard to events occurring prior to the date the Master Servicer
ceased to be the Master Servicer under the Pooling and Servicing Agreement.
Following the assumption of the rights and obligations of the Master Servicer
pursuant to this Section, the Subservicer at the expense of the Master Servicer
shall, upon the request of the Trustee or such successor Master Servicer,
deliver to the assuming party all documents and records relating to this
Agreement and the Mortgage Loans then being serviced and an accounting of
amounts collected and held by it and otherwise use its reasonable best efforts
to effect the orderly and efficient transfer of this Agreement to the assuming
party.


10. Miscellaneous.
-------------

10.1 Entire Agreement; Amendments. This Agreement together with the
----------------------------
other written agreements referred to herein is intended by the parties to be the
final expression of their agreement with respect to the subject matter hereof,
and is intended as the complete and exclusive statement of the terms of the
agreement between the parties. As such, this Agreement supersedes any prior
understanding between the parties, whether oral or written. Notwithstanding the
foregoing, in the event that the provisions of this Agreement are inconsistent
with the provisions of the Pooling and Servicing Agreement, the provisions of
the Pooling and Servicing Agreement shall prevail. Any amendments to this
Agreement shall be in writing and shall be signed by all parties hereto.

10.2 Invalidity. To the extent permitted by law, the invalidity of any
----------
portion of this Agreement shall in no way affect the remaining portions hereof.

10.3 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
-------------
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW

E-13

YORK.

10.4 Agreement Binding. This Agreement shall be binding upon and
-----------------
inure to the benefit of the parties hereto and their respective successors and
permitted assigns.

10.5 Counterparts. This Agreement may be executed in any number of
------------
counterparts. Each counterpart so executed shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.

10.6 Assignment. Neither party shall assign this Agreement or any
----------
rights hereunder (including but not limited to the right to receive compensation
or money due hereunder) without the prior written consent of the other party
hereto; provided, however, that any assumption of the Master Servicer's rights
-------- -------
pursuant to Section 9 hereof shall not require the consent of either party
hereto.

10.7 Disputes. In the event of any dispute between the parties to
--------
this Agreement, the prevailing party shall be entitled to immediate payment of
all costs incurred by such party in such dispute, including but not limited to
court costs and reasonable attorneys's fees.

10.8 Section Headings. Section headings of this Agreement are
----------------
inserted for convenience only and do not in any manner limit or expand this
Agreement and do not constitute a part of this Agreement.

10.9 Further Assurances. To the extent permitted by law, each of the
------------------
Master Servicer and the Subservicer agree that it will, from time to time,
execute, acknowledge and deliver, or cause to be executed, acknowledged and
delivered, such further instruments as either party hereto or the Trustee may
reasonably request to effectuate the intention of or facilitate the performance
of this Agreement or the Pooling and Servicing Agreement.

10.10 Exercise of Rights. No failure or delay on the part of either
------------------
party to exercise any right, power or privilege under this Agreement and no
course of dealing between the Master Servicer and the Subservicer shall operate
as a waiver thereof, nor shall any single or partial exercise of any right,
power or privilege under this Agreement preclude any other or further exercise
thereof or the exercise of any other right, power or privilege. The rights and
remedies herein expressly provided are cumulative and not exclusive of any
rights or remedies which a party would otherwise have pursuant to law or equity.
No notice to or demand on any party in any case shall entitle such party to

E-14

any other or further notice or demand in similar or other circumstances, or
constitute a waiver of the right of the other party to any other or further
action in any circumstances without notice or demand.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first set forth above.



[_____________________________]



By:_____________________________
Name:
Title:



[_______________________________]



By:_____________________________
Name:
Title:

E-15

EXHIBIT A


Schedule of Duties
to be Performed by the Subservicer

In addition to the duties otherwise contained in the Subservicing
Agreement, the Subservicer shall be obligated to perform the following, in each
case at the time and in the manner required under the terms of the Pooling and
Servicing Agreement (capitalized terms used in this Exhibit A have the meanings
assigned thereto in the Subservicing Agreement or the Pooling and Servicing
Agreement, as the case may be):

1. To provide the Trustee and the Master Servicer with the list of
servicing officers of the Subservicer as defined in the definition of "Servicing
Officer" in Article I of the Pooling and Servicing Agreement.

2. Upon discovery by the Subservicer of the existence in any material
respect of a repurchase or substitution event as set forth in Section 3.2 of the
Transfer and Repurchase Agreement in respect of any Mortgage Loan, to give
prompt notice to the Trustee, the Master Servicer and the Special Master
Servicer as required of the Master Servicer in Section 2.3 of the Pooling and
Servicing Agreement.

3. To give the notices required of the Master Servicer by Section 2.3(c)
of the Pooling and Servicing Agreement.

4. To give the notices required of the Master Servicer by Section 2.5(b)
of the Pooling and Servicing Agreement.

5. To give the notices required of the Master Servicer by Section 2.6(b)
of the Pooling and Servicing Agreement.

6. To (a) perform the duties of the Master Servicer set forth in
Subsection 3.1(a) of the Pooling and Servicing Agreement, (b) indemnify the
Master Servicer, the Trustee and the Depositor, as specified in the Pooling and
Servicing Agreement, to the extent the Subservicer breaches its obligations in
the Subservicing Agreement, (c) comply with all statutory or regulatory
requirements with regard to the manner in which it conducts its activities
pursuant to this item and the Subservicing Agreement, Agreement, and (d)
cooperate with the Master Servicer in its performance of the Master Servicer's
duties in Section 3.1(a) of the Pooling and Servicing Agreement. The indemnities
of the Subservicer pursuant to this item shall survive the termination or
discharge of the Subservicing Agreement or the Pooling and Servicing Agreement.

E-16

7. To perform the duties of the Master Servicer set forth in Section 3.3
of the Pooling and Servicing Agreement.

8. To perform the duties of the Master Servicer set forth in Section 3.4
of the Pooling and Servicing Agreement.

9. To perform the duties of the Master Servicer set forth in Sections 3.8
through 3.10 of the Pooling and Servicing Agreement.

10. To provide information reasonably requested by the Master Servicer to
enable the Master Servicer to deliver the statements required by Section 3.13 of
the Pooling and Servicing Agreement.

11. To deliver to the Master Servicer (i) an Officer's Certificate of the
Subservicer, containing substantially the information required pursuant to
Section 3.14 of the Pooling and Servicing Agreement, but referring to the
Subservicer's obligations under the Subservicing Agreement, and (ii) such other
information, certified by a responsible officer of the Subservicer, regarding
the Subservicer's organization, activities and personnel as the Master Servicer
or the Trustee may reasonably request from time to time.

12. To perform the inspections required of the Master Servicer in Section
3.19 of the Pooling and Servicing Agreement.

13. To perform the duties of the Master Servicer set forth in Section 6.5
of the Pooling and Servicing Agreement.

E-17

EXHIBIT B

REMITTANCE REPORT

E-18

EXHIBIT B
- ---------

REMITTANCE TO BANKERS TRUST FOR PERIOD ENDING